Business Document Denis Document

BUSINESS DOCUMENT DENIS DOCUMENT

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, the Client desires to engage the Provider to perform certain professional services and deliverables described herein; and

WHEREAS, the Provider represents that it possesses the requisite experience, personnel and resources to perform the services in a timely and professional manner; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services and deliver the work product described below. Provider shall deliver services in a professional manner consistent with industry standards and shall comply with the schedule set forth by the parties.

PAYMENT TERMS

Client shall pay Provider for the services rendered in accordance with the following payment terms. All amounts are payable in lawful currency of the jurisdiction specified in Governing Law.

Overdue payments shall incur a late fee of (calculated monthly) and interest at the maximum rate permitted by applicable law if not paid within days after invoice due date.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated as provided below, continues until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that by its nature should reasonably be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the recipient; (b) is rightfully known by the recipient prior to disclosure; (c) is independently developed by the recipient without use of the discloser's Confidential Information; or (d) is rightfully obtained by the recipient from a third party without restriction.

The recipient shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations in this section survive termination of this Agreement for a period of from the date of termination. The parties acknowledge that breach of this provision may cause irreparable harm for which monetary damages are not an adequate remedy and agree that injunctive relief shall be an available remedy in addition to other remedies at law or in equity.

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 law principles. The parties shall first attempt to resolve disputes by good faith negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the chosen state, and each party consents to personal jurisdiction and venue in such courts.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement (including all exhibits and attachments) 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. Any amendment to this Agreement must be in writing and signed by both parties.

Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or successor in the event of a sale of substantially all of its business. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employer-employee relationship.

NOTICES

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