Business dimino Document

Business dimino Document

RECITALS

This General Business Agreement (the Agreement) is entered into as of between:

Client Name:    Client Address:

Provider Name:    Provider Address:

WHEREAS, Client desires to engage Provider to perform certain business services related to the business dimino project as described below; and

WHEREAS, Provider represents that it has the experience, qualifications, and resources necessary to perform such services under the terms and conditions set forth herein.

SCOPE OF WORK

The Provider shall perform the services described above in a professional manner in accordance with industry standards. Any material change to the scope of work must be agreed in writing by both parties in a change order signed by authorized representatives of Client and Provider.

PAYMENT TERMS

Late Payment: If any undisputed invoice is not paid within days after the due date, late charges will accrue at a rate of % per month (or the maximum lawful rate) on the outstanding balance until paid in full. Client is responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the nature of the breach; provided that for payment breaches, the Provider may suspend performance if undisputed sums are overdue for more than the grace period described above.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential. Each party agrees to (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is (i) publicly available through no breach of this Agreement, (ii) already in the receiving party's possession without restriction, or (iii) independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information and certify in writing that it has complied with this obligation, except to the extent retention is required by applicable law or for legitimate archival purposes.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that jurisdiction, and each party consents to exclusive jurisdiction and venue therein.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement will be deemed to create an agency, partnership, or joint venture between the parties. Neither party has authority to bind the other except as expressly provided in this Agreement.

Limitation of Liability: Except for breaches of confidentiality or willful misconduct, neither party will be liable for incidental, consequential, special, punitive, or exemplary damages arising from this Agreement. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

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