Business Document DC TWO

Business Document DC TWO

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

RECITALS

WHEREAS, Client seeks to obtain professional services relating to business operations, marketing, and related deliverables as further described herein; and

WHEREAS, Contractor represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services on the terms and conditions set forth herein.

WHEREAS, the Parties desire to set forth their mutual understandings and obligations with respect to the engagement of Contractor by Client under this Agreement.

SCOPE OF WORK

Contractor shall perform the services and deliverables described in the Scope of Work below. The Scope of Work sets forth the specific tasks, deliverables, milestones, and acceptance criteria. Any modification to the Scope of Work shall be made in writing and signed by authorized representatives of both Parties.

PAYMENT TERMS

Client shall pay Contractor for services rendered in accordance with the following payment terms.

Contractor shall invoice Client in accordance with the Payment Schedule. All invoices are due and payable within days of receipt, unless otherwise agreed in writing.

Unpaid amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party no less than days prior to the intended termination date. Either Party may terminate immediately for cause if the other Party materially breaches a provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each Party acknowledges that during the performance of this Agreement it may have access to Confidential Information of the other Party. "Confidential Information" means any nonpublic information disclosed by a Party that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Each Party agrees (a) to hold Confidential Information in strict confidence and not disclose it to third parties except as permitted herein; (b) to use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) to take commercially reasonable measures to protect Confidential Information. Confidential Information shall not include information which is (i) in the public domain through no fault of the receiving Party, (ii) independently developed by the receiving Party without reference to the disclosing Party's Confidential Information, or (iii) rightfully obtained from a third party without restriction.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from the indemnifying Party's negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and delivered to the address set forth below or such other address as a Party may specify in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration conducted in accordance with the Parties' agreement to arbitrate, or if arbitration is not elected by the Parties, in the courts located in the county of the governing law state.

ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Neither Party may assign this Agreement without the prior written consent of the other Party, provided that either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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