Business Document Barclay

Business Document Barclay

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

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business, consulting and/or project services as described herein; and

WHEREAS, Service Provider represents that it has the qualifications, experience and ability to perform the services in a timely and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision of services and the payment therefor.

Scope of Work

Service Provider shall perform the services described below (the Services). The Services shall be performed in accordance with the schedules, standards and deliverables set forth in this Agreement.

Payment Terms

Compensation to Service Provider for performance of the Services shall be as follows. Client shall pay Service Provider the fee and pursuant to the schedule below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed amounts within days of receipt of invoice. Disputed portions shall be notified in writing within ten (10) days and the undisputed portion shall remain payable.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs and attorneys' fees incurred in enforcing payment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days following written notice specifying the nature of the breach.

Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral or written, 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.

The receiving party shall: (a) protect Confidential Information with 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 only for the performance of 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 no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to receiving party prior to disclosure as evidenced by written records; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of or reference to Confidential Information. If disclosure is required by law, the receiving party shall give prompt notice to the disclosing party to allow it to seek a protective order or other remedy.

Representations and Warranties

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or infringement of third-party intellectual property rights, neither party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall exceed the amount of fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any dispute arising out of this Agreement.

Independent Contractor

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of an independent contractor.

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, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be 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 above or such other address as a party may designate by notice to the other. Notice shall be deemed given when delivered in person, by certified mail, return receipt requested, or when received by email with confirmation of receipt.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.

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