Business Document BOSCARD Jack

BUSINESS DOCUMENT BOSCARD JACK

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client requires certain professional services relating to the project identified herein and described in the BOSCARD and Scope of Work sections below; and

WHEREAS, Contractor has the experience, personnel and capacity to perform the services and deliverables described in this Agreement in accordance with the terms and conditions set forth herein.

WHEREAS, the parties intend this Agreement to define responsibilities, timelines, payment terms, confidentiality obligations and governing law for the engagement.

PROJECT IDENTIFICATION

BOSCARD

SCOPE OF WORK

PAYMENT TERMS

Total Fee:   Currency:

Invoice Interval:   Late Fee:

Bank transfer    Check    Credit card

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for material breach if the other party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

Upon termination, Contractor shall deliver a final invoice and all work completed to date. Client shall pay all undisputed amounts within the agreed invoice interval. Each party shall return or destroy Confidential Information of the other as provided below.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, 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 and the circumstances of disclosure. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is known to the receiving party prior to disclosure, is independently developed by the receiving party without use of the disclosing party's Confidential Information, or is rightfully obtained from a third party without restriction.

The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure to employees and contractors with a need to know and subject to confidentiality obligations no less protective than those herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care. The obligations in this section survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secret under applicable law.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

WARRANTIES, LIMITATION OF LIABILITY

Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total amounts actually paid by Client to Contractor under this Agreement in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including any attachments and the BOSCARD sections contained herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the notice addresses above by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

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