Business Document 20004201

Business Document 20004201

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Client Name: desires to engage Contractor to perform certain services; and

WHEREAS, Contractor Name: represents that it has the skill, personnel, and resources necessary to perform the services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Contractor shall provide services and deliverables as described below. The parties may attach a statement of work as an addendum which, when executed, will be incorporated by reference.

Payment Terms

Client shall pay Contractor the fees set forth below in consideration for the services rendered. Unless otherwise stated, all amounts are payable in lawful currency of the United States.

All undisputed amounts not paid when due shall accrue interest at the rate specified above. Client shall be responsible for reasonable costs of collection, including attorneys' fees for amounts not paid when due.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means any nonpublic 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 and the circumstances of disclosure, including business plans, financial data, trade secrets, and client lists.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) limit disclosure to employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available other than through a breach of this Agreement, (ii) was lawfully in the receiving party's possession prior to disclosure, (iii) is obtained from a third party without restriction, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Duration: The obligations of confidentiality under this Agreement shall continue for a period of years following the termination or expiration of this Agreement, except with respect to trade secrets, for which obligations shall extend for as long as the information remains a trade secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any action to enforce this Agreement shall be brought in the state or federal courts located within that State, and each party consents to personal jurisdiction therein.

Entire Agreement

This Agreement, including any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment to this Agreement shall be binding unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice to the other.

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