Business Document F25004

Business Document F25004

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address , and Contractor Name: with principal address .

WHEREAS

WHEREAS, Client desires to retain Contractor to perform certain business services described herein and Contractor represents that it has the experience, qualifications and personnel to perform such services in a professional manner;

WHEREAS, Contractor agrees to perform such services for Client in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the entire understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

Contractor shall perform the Services described above in a timely, professional and workmanlike manner consistent with prevailing industry standards. Contractor shall assign qualified personnel and shall be responsible for compliance with all applicable laws and regulations in performing the Services.

PAYMENT TERMS

Client shall pay Contractor the Fees in accordance with the schedule above. Unless otherwise specified, invoices are due and payable within days of invoice receipt. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall incur a late charge equal to the greater of (a) dollars, or (b) percent per month on the overdue balance, calculated monthly until paid in full. Client shall also reimburse Contractor for any reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon prior written notice to the other party delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) use the Confidential Information solely to perform obligations under this Agreement; (b) protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

Exclusions and Duration: Confidential Information does not include information that (i) is or becomes generally known to the public other than through a breach by the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; or (iii) is independently developed without use of the Disclosing Party's Confidential Information. The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain 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 its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for the resolution of any disputes arising out of or relating to this Agreement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Indemnitor's gross negligence or willful misconduct in the performance of its obligations under this Agreement.

Limitation of Liability: EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ENTIRE AGREEMENT; AMENDMENT

This Agreement 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic transmission with confirmation to the addresses set forth above or such other address as a party may specify in writing.

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