Business Document DCCMIS

Business Document DCCMIS

This General Business Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between with a principal address at ("Client"), and with a principal address at ("Contractor"). Client and Contractor are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client desires to engage Contractor to perform certain business services described below; and

WHEREAS, Contractor represents that it has the skill, experience and ability to perform such services and is willing to perform such services on the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Contractor will provide services to Client.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount:

Contractor shall submit invoices to Client. Payment is due within days of receipt of an undisputed invoice. All payments shall be made in U.S. Dollars unless otherwise agreed in writing.

Any late payment shall incur interest at the rate of on the outstanding balance, payable in addition to any other remedies available to the unpaid Party.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Upon termination for convenience, Contractor shall be paid for all services performed and documented expenses incurred through the effective date of termination.

Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or business information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in any form 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. Confidential Information includes, without limitation, business plans, customer lists, pricing, financial information, and technical data.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) limit disclosure to its employees, agents or subcontractors who have a need-to-know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive for years from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. The Receiving Party may disclose Confidential Information as required by law, regulation, or valid legal process provided that, to the extent permitted, the Receiving Party gives the Disclosing Party prompt written notice and cooperates to seek a protective order or other limitation on disclosure.

INDEPENDENT CONTRACTOR

The relationship of Contractor to Client under this Agreement is that of an independent contractor. Contractor is not an employee, agent, joint venturer or partner of Client for any purpose. Contractor shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort, including withholding of payroll taxes and any benefits.

LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of its confidentiality obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, and each Party's aggregate liability shall be limited to direct damages not to exceed the total amounts paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to liability.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The Parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If negotiation fails, disputes will be resolved by binding arbitration administered in the capital city of the governing state by a single arbitrator under the rules of the arbitration forum selected by the Parties.

ENTIRE AGREEMENT

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

NOTICES

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remainder shall remain in full force and effect.

Assignment: Neither Party may assign this Agreement or its rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or to a successor by merger or sale of substantially all assets provided the assignee assumes all obligations hereunder.

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