Business Contract Packet

BUSINESS CONTRACT PACKET

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: with principal address and Service Provider Name: with principal address .

RECITALS

WHEREAS, Client desires to obtain certain business services from Provider and has requested that Provider perform the services described herein; and

WHEREAS, Provider represents that it possesses the experience, skill, personnel and resources necessary to perform such services and agrees to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms, conditions, obligations and expectations with respect to the engagement and performance of services.

SCOPE OF WORK

Provider shall perform the services set forth above in a professional and workmanlike manner in accordance with industry standards. Any changes to the Scope of Work must be approved in writing by both parties and, where applicable, may adjust compensation and schedule.

PAYMENT TERMS

Payments are due in cleared funds as specified in the Payment Schedule. Provider shall invoice Client in accordance with the schedule and Client shall pay undisputed amounts within the stated period. Disputed amounts shall be promptly documented and resolved in good faith; undisputed portions remain payable.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with written notice equal to the Notice Period. Either party may terminate immediately for material breach that is not cured within thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed and costs incurred prior to the effective termination date.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, trade secrets, technical data, business plans, customer lists and pricing.

The receiving party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

The obligations of confidentiality shall survive termination of this Agreement for the period set forth above. The obligations do not apply to information that is or becomes publicly known through no wrongful act of the receiving party, that is independently developed by the receiving party, or that is rightfully obtained from a third party without breach of obligation.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Exclusive venue for any action arising under this Agreement shall lie in the state or federal courts located in that State unless otherwise agreed in writing.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to a successor in interest by merger or sale of all or substantially all of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability under this Agreement shall be limited to the total fees actually paid by Client to Provider under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification shall be valid unless in writing and signed by authorized representatives of both parties.

NOTICES

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