Business Document Estes Dallas

Business Document Estes Dallas

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

Recitals

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

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

Scope of Work

Provider shall perform the services and deliver the work product described below. The parties may attach schedules or statements of work as appendices; any attached schedules are incorporated by reference and form part of this Agreement.

Payment Terms

In consideration for the performance of the services, Client shall pay Provider as set forth below. All fees are exclusive of taxes unless otherwise stated.

Late Payment: Amounts not paid within the time specified above shall accrue interest at the lesser of 1.5% per month or the maximum allowed by applicable law, and Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the proposed termination date.

For material breach, the non-breaching party may terminate if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, financial information, trade secrets, and technical data.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction on disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided that the Receiving Party notifies the Disclosing Party promptly and cooperates in any reasonable effort to obtain a protective order.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by written notice). Notices shall be deemed given upon personal delivery, three days after deposit in U.S. mail (first class, certified), or one business day after deposit with an overnight courier.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Representations; Warranties; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Entire Agreement; Amendments

This Agreement, including any attached schedules or statements of work, 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. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.

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