Business Document Everett

BUSINESS DOCUMENT EVERETT

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

Client Name:    Address:

Service Provider Name:    Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services described herein, and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend for this Agreement to set forth their respective rights and obligations with respect to the performance, payment, confidentiality and governance of the services to be provided;

WHEREAS, the parties acknowledge that timely performance and clear payment terms are material to their business relationship and, accordingly, agree to the terms below.

SCOPE OF WORK

Service Provider shall provide the services, deliverables and milestones as follows. The description below identifies the primary obligations of Service Provider but does not limit the parties from agreeing in writing to additional tasks or adjustments.

PAYMENT TERMS

Compensation: Client shall pay Service Provider the total fee set forth below in consideration for the performance of the Scope of Work. All fees are payable in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

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

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

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, including trade secrets, technical data, financial information, business plans, customer lists and pricing.

Obligations: The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement; and (c) use Confidential Information only for the purposes of performing its obligations under this Agreement.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party not under an obligation of confidentiality.

Compelled Disclosure: If the receiving party is compelled by law or a valid order of a court or other governmental authority to disclose Confidential Information, it shall provide the disclosing party with prompt written notice to permit the disclosing party to seek a protective order or other appropriate remedy. The receiving party shall disclose only that portion of Confidential Information that it is legally required to disclose.

Remedies: The parties acknowledge that a breach of this Confidentiality provision may cause irreparable harm for which monetary damages would be an inadequate remedy, and the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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. Venue for any dispute arising under this Agreement shall be in courts located in the county specified by the parties below.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No waiver, modification or amendment of any provision of this Agreement shall be effective unless in a writing signed by both parties.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship between the parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested) or by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate in writing.

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