Business Document Bettina

Business Document Bettina

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

Client Name:

Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business, consulting, and operational services as set forth herein; and

WHEREAS, Service Provider has the requisite experience, personnel, and resources to provide the services described in this Agreement and agrees to perform such services under the terms and conditions set forth below.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of services, payment, confidentiality, term and termination, and governing law.

Scope of Work

Service Provider shall perform the services with due care, in a professional and workmanlike manner, and in accordance with any mutually agreed milestones and acceptance criteria set forth in the Description of Services. Any material change to the Scope of Work shall be documented in a written amendment signed by both parties, including any required adjustments to fees or schedule.

Payment Terms

Unless otherwise agreed in writing, Service Provider shall invoice Client in accordance with the Payment Schedule. Client shall pay all undisputed invoices within thirty (30) days of receipt. Amounts not paid when due shall accrue interest at the rate specified in the Late Payment Fee field or, if no rate is specified, at 1.5% per month. Client is responsible for reasonable collection costs, including attorneys’ fees, for overdue amounts.

Term and Termination

Term Commencement Date: — Term Expiration Date:

Either party may terminate this Agreement without cause upon timely written notice equal to the Notice Period for Termination. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice of breach, provided that for non-curable breaches the terminating party may terminate immediately. Upon termination, Client shall pay Service Provider for all services performed and authorized expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party in connection with this Agreement, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall (i) use Confidential Information only for the purposes of performing obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that (a) is or becomes public other than through a breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information, or (d) is required to be disclosed by law or court order, provided that the receiving party provides prompt notice and cooperates, at the disclosing party’s expense, in any lawful effort to limit or contest the disclosure. Remedies for breach include injunctive relief and recovery of damages.

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

Entire Agreement

This Agreement, including any attachments and written amendments 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, and communications, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Representations; Independent Contractor

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider is solely responsible for all taxes, withholdings, insurance, and other obligations arising from its performance hereunder.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date set forth above.

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