Business Document Alden Loch

Business Document Alden Loch

This General Business Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client is engaged in the business identified by Client Address: , and requires certain business services described below; and

WHEREAS, Service Provider has the expertise, personnel and resources to perform such services and is willing to perform them under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform the work and Client will compensate Service Provider.

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any change in the scope of work shall be documented in a written change order signed by authorized representatives of both parties and shall set forth any adjustment to fees and schedule.

Payment Terms

Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Late payments may also be subject to a late fee of until paid. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

Term Commencement Date: Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach; provided that breaches of confidentiality may be subject to immediate termination where appropriate injunctive relief is sought.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means any information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial information, technical data, trade secrets, customer information and other proprietary material.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except to employees, contractors or agents who need to know for performance of this Agreement and who are bound to confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, that the receiving party lawfully received from a third party without a duty of confidentiality, or that the receiving party independently developed without use of the disclosing party's Confidential Information.

The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they meet the legal definition of a trade secret. The disclosing party may seek injunctive and other equitable relief for any breach or threatened breach of these confidentiality obligations.

Notices

All notices under this Agreement shall be in writing and deemed delivered when delivered in person, by nationally recognized overnight courier, or on the date shown on the sender's return receipt for certified mail, or when sent by electronic mail with confirmation of transmission if sent during normal business hours (otherwise on the next business day).

Representations and Warranties; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that it will perform services in a competent, professional manner consistent with industry standards. Client represents that it has the right to disclose materials necessary for performance of the services.

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

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, together with any written change orders or attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and communications, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement, without consent, to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that the assignee assumes all obligations under this Agreement.

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The waiver of any breach or default shall not constitute a waiver of any other right hereunder.

Acknowledgment

Each party acknowledges that it has read and understands this Agreement, that it has had the opportunity to consult legal counsel, and that it voluntarily accepts the duties and obligations set forth herein.

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