Business Document Blank

GENERAL BUSINESS AGREEMENT

Parties

This Agreement is made effective as of (the "Effective Date") by and between the Client identified above and the Contractor identified above.

Recitals

WHEREAS, the Client desires to retain the Contractor to provide certain business services and deliverables as described herein; and

WHEREAS, the Contractor represents that it has the experience, personnel, and resources necessary to perform the services set forth in this Agreement and agrees to provide such services under the terms and conditions stated below.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

The Contractor shall perform the services and deliver the work product described below. The description shall include deliverables, milestones, performance standards, and acceptance criteria.

Payment Terms

The Client shall pay the Contractor for the services described in the Scope of Work in accordance with the terms set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the rate of on the unpaid balance, or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Contractor for reasonable collection costs incurred in enforcing payment.

Term and Termination

This Agreement shall commence on the Start Date of and continue until the End Date of unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other 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 information, customer lists, pricing, and technical data. The receiving party shall: (a) maintain the confidentiality of 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 solely to perform obligations under this Agreement; and (c) 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 protective as those herein.

The obligations in this section do not apply to information that: (i) is or becomes generally known to the public other than as a result of a breach of this Agreement by the receiving party; (ii) was rightfully in the receiving party’s possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Upon termination or expiration, the receiving party shall promptly return or destroy Confidential Information as directed by the disclosing party.

Warranties; Liability

Each party represents and warrants that it has the corporate power and authority to enter into and perform this Agreement. Contractor warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability shall not exceed the total fees paid by Client to Contractor under this Agreement during the twelve months preceding 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 conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes, subject to any mandatory forum requirements.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by 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 in connection with a merger, sale of substantially all assets, or change of control. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses provided above.

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