Business Contract Forms

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of Effective Date: .

Parties

Recitals

WHEREAS, Client requires certain services and deliverables related to Client's business operations and has engaged Service Provider to perform such services in accordance with the terms and conditions of this Agreement;

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner consistent with industry standards;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services and deliver the work products described below. The parties acknowledge that any changes to the scope must be agreed in writing and may affect compensation and schedule.

Payment Terms

Client shall compensate Service Provider in accordance with the fees and schedule set forth below. All fees are exclusive of taxes unless otherwise agreed in writing. Payment shall be made in lawful currency of the jurisdiction identified under Governing Law.

Late payments shall incur interest as specified below. Service Provider reserves the right to suspend performance for overdue balances following reasonable notice.

(Interest applies monthly on overdue amounts at the rate set above or the maximum rate permitted by applicable law, whichever is lower. Minimum late fee if any to be specified below.)

Term and Termination

The term of this Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Agreement.

Start Date: ; End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. Termination shall be without prejudice to either party's rights accrued prior to termination.

Confidentiality

Each party (Receiving Party) shall keep confidential all non-public information disclosed by the other party (Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and the disclosure is limited to the required extent.

Upon request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction. Remedies for breach include injunctive relief and any other remedy available at law or equity.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against liabilities, claims, losses, costs and expenses arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence or willful misconduct, neither party's cumulative liability under this Agreement shall exceed the total amounts paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law rules. The parties consent to the exclusive jurisdiction of the competent courts of the chosen jurisdiction for disputes that are not subject to mandatory alternative dispute resolution.

Entire Agreement; Amendments

This Agreement, including any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. Any modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in interest. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect.

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