Business Document Asain Legend

Business Document Asain Legend

THIS GENERAL BUSINESS AGREEMENT ("Agreement") is entered into as of Effective Date: by and between:

Parties

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain professional services and resources described below and has expertise necessary to perform the Work; and

WHEREAS, Party B desires to retain Party A to perform such services on the terms and conditions set forth in this Agreement and Party A agrees to perform such services for Party B in accordance with this Agreement.

WHEREAS, the parties intend that this Agreement govern the business relationship between them in respect of the specific project identified as Project Name:

Scope of Work

Party A shall provide the services and deliverables described below in accordance with the timelines and standards set forth in this Agreement.

Payment Terms

As full consideration for the performance of the Work, Party B shall pay Party A the amounts and according to the schedule set forth below.

All fees are exclusive of taxes. Party B shall pay all undisputed invoices within the time specified in the payment schedule. Disputed amounts shall be raised in writing within ten (10) days of invoice receipt and the parties shall act in good faith to resolve disputes promptly.

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 Period: days to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach.

Upon termination, Party A shall be entitled to payment for all Work performed and reasonably incurred expenses through the date of termination and shall deliver all completed deliverables to Party B.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other party ("Recipient") 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, customer lists, technical information and trade secrets.

The Recipient 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 not 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 are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement by the Recipient; (ii) is rightfully received from a third party without restriction; (iii) was known to the Recipient prior to disclosure; or (iv) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information. Obligations of confidentiality shall survive termination of this Agreement for Confidentiality Term (years): years.

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 courts located in that State for any dispute arising out of or related to this Agreement.

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 oral or written. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets without the other party's consent. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Notices 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 written notice to the other party.

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