Business Document Estes Sweetwater

Business Document Estes Sweetwater

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

Recitals

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

WHEREAS, Client desires to engage Service Provider to perform the services under the terms and conditions set forth in this Agreement, and Service Provider agrees to perform such services for Client in accordance with this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the complete understanding and agreement between them regarding the subject matter hereof.

Parties and Contact Information

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that time is of the essence with respect to any milestone dates identified.

Payment Terms

Client shall pay Service Provider the compensation described below in consideration for the performance of the Scope of Work. Payments are non-refundable except as expressly provided in this Agreement.

All payments are due in United States Dollars unless otherwise agreed in writing. Unless previously agreed, Client is responsible for any taxes, duties or assessments imposed in connection with the services, excluding taxes based on Service Provider's net income.

Term and Termination

This Agreement shall commence on Start Date: and, unless earlier terminated pursuant to this Section, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and reimbursable expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally or in writing, 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, pricing, customer lists, technical data, know-how and trade secrets.

The Receiving Party shall: (a) maintain Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this Section shall not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party without restriction on use or disclosure; (iii) is rightfully obtained by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for a party's indemnification obligations or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability for claims arising under this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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 agree to negotiate in good faith to resolve disputes arising out of or relating to this Agreement. If the parties are unable to resolve a dispute by negotiation within thirty (30) days, either party may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

This Agreement, including all exhibits, attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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