Business Document D24021

Business Document D24021

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Service Provider"). Each of Client and Service Provider may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement on the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform such services and is willing to do so under the terms of this Agreement; and

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

Parties' Contact Information

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Total Compensation: Client shall pay Service Provider the total sum of $ for the services described above, subject to the schedule below.

Invoicing: Service Provider shall submit invoices to Client in accordance with the payment schedule. Payment is due within days of receipt of a proper invoice unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid within the time frame above shall accrue interest at a rate of % per month, or the maximum rate permitted by applicable law, whichever is less. Client will also be responsible for reasonable costs of collection, including attorneys' fees.

Taxes: Each Party shall be responsible for its own taxes arising from the transactions contemplated by this Agreement. Service Provider shall be solely responsible for all payroll and income taxes for its personnel.

Term and Termination

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

Termination for Convenience: Either Party may terminate this Agreement without cause upon providing written notice at least days prior to the effective date of termination. If terminated for convenience, Client shall pay Service Provider for services performed and expenses reasonably incurred through the effective date of termination.

Termination for Cause: Either Party may terminate this Agreement for material breach if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach. Termination for cause does not limit any other remedy available at law or equity.

Confidentiality

Definition: "Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed by one Party to the other, whether written, oral 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.

Obligations: The receiving Party shall (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except to those employees, consultants or agents who have a need to know and are bound to confidentiality obligations no less protective than those contained herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving Party; (ii) was rightfully known prior to disclosure; (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Remedies: The Parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages would be inadequate. The disclosing Party shall be entitled to seek injunctive relief and any other remedies available at law or in equity in the event of a breach or threatened breach.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

Miscellaneous

Entire Agreement: This Agreement, including any exhibits or attachments referenced herein, 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.

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

Waiver and Severability: The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver. If any provision is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate in writing from time to time.

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