Business Document CIRPDF

Business Document CIRPDF

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain services described herein and Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, Provider agrees to provide the services to Client on the terms and conditions set forth in this Agreement and to deliver work product that meets the specifications and schedule agreed between the Parties; and

WHEREAS, the Parties intend for this Agreement to set forth the complete and exclusive statement of the terms of their agreement with respect to the services described below.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Provider a total fee of USD for the services described above, subject to the payment schedule below.

Invoicing and Due Date: Provider will submit invoices in accordance with the Payment Schedule. Each invoice shall be due and payable within days of receipt by Client. All payments shall be made in United States dollars to the payment method designated by Provider.

Bank transfer Check Other (specify)

Late Payment: Past-due amounts shall accrue interest at a rate of per month (or the maximum rate permitted by law, if less) and Client shall be responsible for reasonable costs of collection, including attorneys' fees.

Taxes: Unless otherwise stated, the fees set forth herein do not include taxes. Client shall be responsible for any sales, use, value-added or similar taxes imposed by any jurisdiction, excluding taxes based on Provider's net income.

TERM AND TERMINATION

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

Termination for Convenience: Either Party may terminate this Agreement for any reason upon written notice to the other Party at least days prior to the effective date of termination. Upon termination, Client shall pay Provider for all work performed and expenses reasonably incurred through the effective date of 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 fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information, whether written, oral or electronic, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") 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.

Non-Disclosure and Use: The Receiving Party shall (i) maintain the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) 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 no less protective than those herein.

Exclusions: Confidential Information does not include information that is (a) or becomes publicly available other than through breach of this Agreement, (b) already known to the Receiving Party without obligation of confidentiality, (c) rightfully received from a third party without restriction, or (d) independently developed without use of the Disclosing Party's Confidential Information.

Duration: The obligations in this Confidentiality section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , excluding its conflict-of-law principles.

Dispute Resolution: The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between executive representatives. If the dispute is not resolved by negotiation within thirty (30) days, the Parties agree to submit the dispute to mediation administered in the chosen governing law jurisdiction before resorting to arbitration or litigation. Each Party shall bear its own costs for mediation.

MISCELLANEOUS

Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.

ENTIRE AGREEMENT

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

REPRESENTATIONS; INDEMNITY

Each Party represents that it has the full power and authority to enter into and perform this Agreement. Provider agrees to indemnify and hold harmless Client from and against any third-party claims arising from Provider's gross negligence or willful misconduct in providing the services, subject to the limitations of liability set forth in any separate writing executed by the Parties.

NOTICES

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