Business Document Elliot

Business Document Elliot

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

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services as described herein and possesses the experience, personnel and capability necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform the services described below, and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth their respective rights, duties and obligations with respect to the services and payment arrangements.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and timely manner consistent with industry standards. Any change in scope that materially impacts cost or schedule shall be documented in a written change order signed by both parties.

PAYMENT TERMS

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) per month (18% per annum), or (b) the maximum rate permitted by applicable law. In addition, Service Provider may assess a one-time administrative late charge of for any invoice more than 30 days past due. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days before the effective termination date. In the event of termination without cause, Client shall pay Service Provider for all work performed and documented costs incurred through the effective date of termination, plus any non-cancellable obligations.

Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Insolvency, bankruptcy filing, or appointment of a receiver for a party shall constitute an immediate event of default permitting termination for cause.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether marked as confidential or not, including business plans, technical data, pricing, client lists and trade secrets. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed by the recipient, or (d) required to be disclosed by law with prior notice to the disclosing party.

Obligations: The recipient shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care, (ii) use Confidential Information solely for performance of this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who need access and who are bound by confidentiality obligations at least as protective as those herein.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except with respect to trade secrets for which protection shall continue for so long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration conducted by a neutral arbitrator in the county where Service Provider's principal place of business is located, conducted in accordance with the commercial arbitration rules then in effect.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or change orders signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Assignment: Neither party may assign its rights or delegate its duties 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 its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that preserves the parties' intent to the greatest extent possible.

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