Business Document Evan Document

Business Document Evan Document

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

RECITALS

WHEREAS, Client Name: desires to obtain certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience and capability to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the services to be provided.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner consistent with industry standards. The parties agree the core tasks, deliverables, and acceptance criteria are set forth as follows:

PAYMENT TERMS

Client shall pay Service Provider the compensation described below in exchange for the services rendered. All fees are exclusive of taxes unless otherwise stated, and Client is responsible for any applicable taxes.

If any amount due under this Agreement is not paid within days of its due date, Client shall pay a late fee of per month on the outstanding balance or the maximum lawful rate, whichever is less. The late fee is intended as a reasonable estimate of damage and not as a penalty.

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 delivered at least days prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination will not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public business, technical, financial, or other information disclosed by one party (Disclosing Party) to the other (Receiving Party) whether disclosed orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) protect the Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but no less than reasonable care; (b) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is lawfully obtained from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law or regulation, provided that the Receiving Party provides prompt written notice to the Disclosing Party and cooperates in any lawful attempt to limit or contest the disclosure.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that the state and federal courts located in the chosen jurisdiction shall have exclusive venue for any dispute arising under this Agreement, subject to any mandatory jurisdictional rules.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits 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, negotiations, and communications, whether written or oral. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

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