Business Document DE

Business Document DE — General Business Agreement

Effective Date:

Parties

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client Name: seeks certain business services and has engaged Provider Name: to perform such services under the terms set forth herein; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources to provide the services described in this Agreement in a professional and workmanlike manner consistent with prevailing industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services and Client will compensate Provider.

Scope of Work

Provider shall perform the services and deliverables described below. The scope may be amended only by written change order executed by both parties.

Payment Terms

Client shall pay Provider the fees and expenses set forth below in consideration for the performance of services. Payments not expressly stated in this Agreement require a written amendment signed by both parties.

Any amount not paid when due shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date set forth below and shall continue through the End Date unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for a period of 15 days after written notice of such breach, or immediately for insolvency, appointment of a receiver, or similar event.

Confidentiality

Each party (the "Receiving Party") will hold in confidence all nonpublic, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") and 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"). Confidential Information does not include information that (i) is or becomes public through no fault of the Receiving Party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed without use of Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party promptly notifies the Disclosing Party and cooperates in seeking a protective order.

The Receiving Party agrees to use Confidential Information solely for the purposes of performing under this Agreement and to restrict disclosure to its employees, agents, or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. Breach of this Section will cause irreparable harm for which monetary damages may be insufficient; the Disclosing Party will be entitled to injunctive relief in addition to any other remedies available at law or in equity.

Limitation of Liability & Indemnification

Except for liability arising from a party's gross negligence, willful misconduct, violation of applicable law, or breach of the confidentiality obligations, neither party will be liable for any indirect, incidental, special, punitive, or consequential damages, including lost profits. Each party shall indemnify and hold harmless the other party against third-party claims arising from the indemnifying party's negligent acts, omissions or willful misconduct in connection with this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its choice-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice is effective upon receipt.

Signatures

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