Business Document Banyan

Business Document Banyan

Parties

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

Recitals

WHEREAS, Company A possesses expertise, resources and personnel necessary to perform the services described herein; and

WHEREAS, Company B desires to engage Company A to perform such services for mutual commercial benefit under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that this Agreement memorialize their respective duties, payment obligations and the means of resolving disputes arising from this commercial relationship.

Scope of Work

Company A shall perform the following services for Company B in a professional and timely manner consistent with industry standards:

Payment Terms

In consideration for the performance of the Scope of Work, Company B shall pay Company A as follows:

Invoices shall be rendered in accordance with the Payment Schedule and are due within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Company B shall also reimburse Company A for reasonable costs of collection, including attorneys' fees, if applicable.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon written notice delivered days prior to the effective date of termination. Either Party may terminate immediately for material breach by the other Party that remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Company B of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) 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. Confidential Information includes, without limitation, business plans, technical data, pricing, customer lists and proprietary processes.

The Receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (c) use Confidential Information solely for the performance of this Agreement. Confidential Information does not include information that: (i) is or becomes publicly known through no act or omission of the Receiving Party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed without the use of Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in seeking a protective order or other appropriate remedy.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing upon request. The obligations of confidentiality shall survive for years following termination or expiration of this Agreement.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

Governing Law and 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 agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the Parties agree that disputes shall be resolved by binding arbitration conducted in the county of the chosen governing law state, in accordance with the arbitration rules then in effect.

Miscellaneous Provisions

Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets or corporate reorganization to an affiliate.

Independent Contractor: Company A is an independent contractor and not an employee, agent or partner of Company B. Company A shall be solely responsible for withholding and paying any employment, payroll or other taxes arising from its performance of the Services.

Entire Agreement

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

Sign Now