Business Document Detail

BUSINESS DOCUMENT DETAIL

This General Business Agreement (the Agreement) is entered into as of by and between:

Client Name:     Service Provider Name:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business, consulting and professional services described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel and capacity to perform such services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their rights and obligations with respect to the performance, payment and confidentiality of information exchanged in connection with the services.

SCOPE OF WORK

Service Provider shall perform the services described below. The parties agree that the description constitutes the complete scope of services for which Service Provider will be compensated unless amended in writing signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the following terms:

All invoices are due in full in accordance with the schedule above. Client shall pay undisputed amounts within thirty (30) days of receipt of invoice. Disputed amounts must be raised in writing within ten (10) days of receipt; undisputed portions remain payable when due. Payments not received when due shall bear interest at the rate set forth above and, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach of its terms upon providing the notice period above and an opportunity to cure within that period. Either party may terminate immediately for insolvency or gross negligence. Upon termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means nonpublic information that a reasonable person would deem confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information of the other party in strict confidence, (b) not disclose such information to third parties except to employees, agents or contractors with a need to know and subject to confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely for the performance and administration of this Agreement.

Confidentiality obligations shall remain in effect for years following termination or expiration of this Agreement, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Confidentiality obligations are mutual.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, proposals, letters of intent and agreements, whether written or oral, relating to the subject matter hereof. Any amendment or waiver must be in writing and signed by both parties.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or joint venture relationship between the parties. Service Provider is responsible for payment of all taxes and benefits for its personnel.

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