Business Document DCEO

Business Document DCEO

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

WHEREAS

WHEREAS, Client desires to procure certain business services and deliverables from Service Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider has represented that it possesses the capability, experience and personnel necessary to perform the services described herein and agrees to perform such services in a professional and workmanlike manner; and

WHEREAS, the parties intend by this Agreement to set forth the parties' respective rights and obligations regarding the engagement, payment, confidentiality and termination of the engagement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that any material change to scope shall be in writing and signed by both parties.

PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider the fees and expenses described below in accordance with the payment schedule set forth herein. All amounts are in lawful currency.

Wire Transfer ACH Check Credit Card

Amount overdue shall bear interest at the lesser of the maximum rate permitted by applicable law or . Client shall also be responsible for reasonable collection costs and attorney's fees incurred by Service Provider in enforcing overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or business information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually or in writing. Recipient shall: (a) hold Confidential Information in confidence using at least the same degree of care as 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 expressly permitted herein; and (c) use Confidential Information solely for performance of its obligations or exercise of its rights under this Agreement.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law. Confidential Information does not include information that is (i) in the public domain through no fault of Recipient, (ii) rightfully received by Recipient from a third party without restriction, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law, provided Recipient gives prompt notice to Discloser and cooperates in any lawful effort to limit such disclosure.

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 principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved by negotiation within forty-five (45) days, either party may seek any remedy available at law or in equity.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits and written amendments signed by both parties, 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 oral or written.

Assignment: Neither party may assign this Agreement except with the prior written consent of the other party, provided that either party may assign this Agreement, without consent, to a successor in interest in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets.

Limitation of Liability: Except for liabilities arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for consequential, special, incidental or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation to the notice address provided by each party.

ACKNOWLEDGMENTS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. The persons signing this Agreement on behalf of each party represent and warrant that they are duly authorized to bind such party.

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