Business Document Build

BUSINESS DOCUMENT BUILD

This General Business Agreement ("Agreement") is entered into on by and between:

Client Name:   Entity Type: Corporation LLC Individual

Service Provider Name:   Entity Type: Corporation LLC Individual

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business development, drafting and document production services as more particularly described herein; and

WHEREAS, Service Provider represents that it has the professional ability, experience and resources to perform such services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their understanding with respect to the scope, compensation and other terms governing their relationship.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties may attach one or more Statements of Work that further specify deliverables, milestones and acceptance criteria.

PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the following terms.

Any amounts not paid when due shall accrue interest at the lesser of % per month or a flat fee of per late invoice. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public business, technical, financial and other proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed in writing, orally, electronically or by inspection.

The Receiving Party shall: (a) use Confidential Information solely for the purpose of performing obligations under this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, agents and subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully obtained from a third party without breach of an obligation to the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Upon termination or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing. The Receiving Party acknowledges that monetary damages may be inadequate and that the Disclosing Party shall be entitled to injunctive relief in addition to other remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attached Statements of Work and exhibits, 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 amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, or by email with confirmation of receipt.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall have sole responsibility for payment of all employee wages, taxes, insurance and other obligations arising from its performance of services under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages. The aggregate liability of each party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that they have had the opportunity to consult counsel and that any rule construing ambiguities against the drafter shall not apply. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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