Business Document BrightView

Business Document BrightView

This General Business Agreement (the "Agreement") is entered into between:

Client Name:     Service Provider Name:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services and deliverables related to the project described below; and

WHEREAS, Service Provider has represented that it possesses the qualifications, experience and personnel necessary to perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

Scope of Work

Description of Services and Deliverables (the "Services"):

Project Reference or Work Order Number:

Payment Terms

Total Contract Price: $     Deposit (if any): $

Invoices are due within days of receipt. Late payments shall accrue interest at % per month (or the maximum permitted by law), together with any collection costs and reasonable attorneys' fees incurred by the non-defaulting party.

All payments shall be made in U.S. dollars to the account designated in writing by Service Provider. Client may withhold amounts reasonably disputed in good faith, provided Client notifies Service Provider of the nature and basis for the dispute within days of receipt of the invoice.

Term and Termination

Effective Date:

Termination Date (if any):

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 breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Upon termination, Client shall pay Service Provider for Services performed and reasonable expenses incurred through the effective date of termination. Service Provider shall deliver any work product in progress and, where applicable, a final invoice for work performed.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other party ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes trade secrets, business plans, customer lists, pricing, technical data, and work product.

Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) 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; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those hereunder.

The obligations in this section do not apply to information that: (i) is or becomes public other than by breach of this Agreement; (ii) was rightfully known by Recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Confidential Information to the extent compelled by law, provided Recipient gives Discloser prompt notice and reasonably cooperates with Discloser in any lawful effort to limit disclosure.

Representations; Warranties; Liability

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

Each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, punitive, or special damages except for liability arising from willful misconduct or gross negligence.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles. The parties shall attempt to resolve disputes in good faith by negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration conducted in the county of the agreed governing law, unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits or work orders incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an agency, partnership or joint venture relationship.

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