Business Document ABC

BUSINESS DOCUMENT ABC

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Provider). The parties hereby agree as follows.

Parties

Recitals

WHEREAS, Client seeks to retain Provider to perform the services and deliverables described herein, and Provider represents that it has the experience, capability and personnel to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide services to Client with respect to the Project described as:

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Provider shall perform the services and deliverables described below. Provider will use commercially reasonable efforts to meet all milestones and specifications set forth in this Agreement.

Payment Terms

As consideration for the services and deliverables described in the Scope of Work, Client shall pay Provider in accordance with the terms below. All payments are due in United States dollars unless otherwise agreed in writing. Provider shall invoice Client in accordance with the schedule below and Client shall pay undisputed amounts in full in accordance with the invoice terms.

All late payments shall accrue interest at the rate specified in the Late Fee field above, applied from the payment due date until payment in full. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees, for amounts not paid when due.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given in accordance with the Notice Period above. Either party may terminate immediately for material breach that is not cured within fifteen (15) days after receipt of written notice specifying the breach, or immediately for insolvency, appointment of a receiver, or commencement of bankruptcy proceedings by or against the other party.

Confidentiality

The parties acknowledge that in the performance of this Agreement each party (as a Receiving Party) may receive confidential or proprietary information of the other party (Disclosing Party) ("Confidential Information"). Confidential Information includes, without limitation, business plans, financial information, customer lists, pricing, technical data, trade secrets, and other non-public information disclosed in any form.

The Receiving Party shall (a) hold Confidential Information in strict confidence using at least 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, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Intellectual Property

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing materials, tools and methodologies. Subject to Client's payment in full of all amounts due, Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement, excluding Provider's general know-how and underlying tools and software. Each party grants the other a limited, non-exclusive license to use its pre-existing intellectual property solely for the purposes of performing this Agreement.

Representations and Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties may pursue any remedy available at law or in equity in the courts of the chosen governing jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any attachments, exhibits and statements of work signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section above or to such other address as either party may designate by notice to the other in accordance with this Section.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and delivery by electronic transmission shall be deemed originals for all purposes.

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