Business Document Faegre Drinker

Business Document Faegre Drinker

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

RECITALS

WHEREAS, Client Name: desires to engage Service Provider Name: to perform certain business services as further described below;

WHEREAS, Service Provider represents that it has the professional expertise, personnel and resources necessary to perform the services set forth in this Agreement and will perform such services in accordance with the standards of the industry and applicable law; and

WHEREAS, the parties wish to memorialize the terms and conditions under which the services will be provided, including payment, confidentiality, and termination provisions.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall include deliverables, timelines, and specific tasks as set forth in the description field. Any change to the Scope of Work must be made in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration of the Services, Client shall pay Provider the fees set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise agreed, Client shall pay each undisputed invoice within days of invoice receipt. Late payments shall accrue interest at a rate of % per month or the maximum lawful rate, whichever is less.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other party, whether oral, written or electronic, 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 does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information solely for the purpose of performing this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Required disclosures by law or court order are permitted only after the receiving party provides prompt written notice to the disclosing party and cooperates to seek protective measures.

GOVERNING LAW AND DISPUTE RESOLUTION

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. The parties agree to seek resolution of disputes through good faith negotiation. If the parties cannot resolve a dispute through negotiation, the parties agree that any unresolved dispute shall be submitted to binding arbitration in the chosen governing jurisdiction unless otherwise mutually agreed in writing.

ADDITIONAL PROVISIONS

Entire Agreement: This Agreement, together with all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

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

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations of the assigning party under this Agreement.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages and costs arising from the indemnifying party's breach of this Agreement, willful misconduct or negligent performance, except to the extent such losses result from the indemnified party's own negligence or willful misconduct.

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other party in accordance with this Section.

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