Business Document C100

Business Document C100

This General Business Agreement ("Agreement") is entered into as of the Effective Date below by and between Client Name: with principal address at and Service Provider Name: with principal address at . Effective Date:

RECITALS

WHEREAS, Client requires certain professional services described herein and desires to retain Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, qualifications, and personnel required to perform the services and agrees to provide the services in a competent and timely manner consistent with industry standards.

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

1. SCOPE OF WORK

2. PAYMENT TERMS

Compensation: Client shall pay Service Provider the Total Fee set forth below in consideration for the services rendered. The Total Fee is inclusive of all labor, overhead and customary expenses unless otherwise stated.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs and attorneys' fees.

3. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party not fewer than days prior to the effective date of termination. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred prior to termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party in connection with this Agreement, whether oral, written, electronic or otherwise, 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.

Obligations: Each party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information only for the performance of its obligations under this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

5. INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and methodologies. Client shall receive a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment of amounts due for such deliverables. To the extent any deliverable constitutes a work made for hire under applicable law, ownership shall vest in Client upon payment.

6. INDEMNIFICATION AND LIABILITY

Indemnification: Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, certified mail (return receipt requested) or email (with confirmation of receipt) to the addresses set forth below or to such other address as either party may designate by notice to the other.

8. 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 the resolution of disputes arising under this Agreement.

9. ENTIRE AGREEMENT

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

10. MISCELLANEOUS

Relationship of Parties: Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Service Provider shall be solely responsible for all payroll taxes, withholding, and other similar obligations.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will continue in full force and effect to the extent permitted by law.

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