Business Document Dummy

Business Document Dummy

Recitals

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

WHEREAS, Client desires to engage Provider to perform certain services set forth in this Agreement, and Provider represents that it has the skill, experience, personnel and facilities necessary to perform such services in a professional manner; and

WHEREAS, the parties intend to set forth their rights and obligations with respect to such services and payment therefor, and to define confidentiality, termination and other commercial terms that will govern the relationship.

Client Contact Information

Service Provider Contact Information

Scope of Work

Provider will perform the services described below in accordance with the terms of this Agreement. Provider shall furnish all labor, materials, tools and equipment necessary to deliver the services unless otherwise agreed in writing.

Payment Terms

Compensation: Client shall pay Provider a total fee of $ for the services rendered under this Agreement, payable as described below.

Payment Terms: Invoices submitted by Provider are due within days of invoice. Any undisputed amount not paid within such period shall bear interest at the rate of % per month (or the maximum rate permitted by applicable law), compounded monthly. Client shall provide written notice of any disputed invoice item within days of receipt, failing which the invoice shall be deemed accepted.

Taxes and Withholding: Each party shall pay its own taxes arising from the payments made under this Agreement. If Client is required by law to withhold taxes, Client shall withhold such amounts and remit them to the appropriate authority and provide Provider with documentation of such remittance.

Term and Termination

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing the other party with written notice at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receiving written notice of the breach.

Confidentiality

Definition and Duty: "Confidential Information" means non-public business, financial, technical or other information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or would reasonably be understood to be confidential. Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully known to Receiving Party prior to disclosure; or (iii) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

Return or Destruction: Upon termination or upon written request, Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

Survival: The confidentiality obligations set forth in this section shall survive termination of this Agreement for years.

Independent Contractor

Provider is engaged as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee or agency relationship. Provider is solely responsible for withholding and paying all applicable employment taxes for its personnel.

Acknowledgement: I acknowledge and agree that Provider is an independent contractor and not an employee of Client.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any claim or action arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located within such State.

Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated herein, 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. No amendment, modification or waiver of any provision shall be effective unless in writing and signed by both parties.

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not be deemed a waiver of any subsequent breach.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other party.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first written above.

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