Business Document DTQ

Business Document DTQ

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

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain services described in this Agreement and Contractor represents that it has the experience, qualifications and ability to provide such services in a competent and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide such services, including scope, payment, confidentiality and termination provisions.

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

1. SCOPE OF WORK

Contractor shall perform the services and deliverables described below in a timely and professional manner in accordance with the standards of the industry. Any material change to the scope of work shall be documented in a written change order signed by both parties and may affect fees and schedule.

2. PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration for the services. All amounts are stated in U.S. dollars unless otherwise specified. Contractor shall submit invoices in accordance with the schedule below and Client shall remit payment in accordance with the payment schedule. Unless expressly stated, fees do not include applicable taxes, which shall be the responsibility of the party required by law to pay them.

Late payments shall accrue interest and fees as provided below.

3. TERM AND TERMINATION

This Agreement shall commence on Commencement Date: and, unless earlier terminated in accordance with this Section, shall continue until Termination Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least in advance. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and costs incurred prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes generally available to the public other than as a result of disclosure in violation of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not use Confidential Information except as necessary to perform this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. The obligations of confidentiality shall survive termination of this Agreement for the period specified below.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Contractor represents that the services will be performed in a professional and workmanlike manner consistent with industry standards. Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct, subject to any limitations of liability agreed in writing.

6. 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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

7. ENTIRE AGREEMENT

This Agreement, including any exhibits or change orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by written notice.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect. The waiver by either party of a breach of any provision shall not operate or be construed as a waiver of any subsequent breach. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all of its assets, or change of control.

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