Business Document FDSD

BUSINESS DOCUMENT FDSD

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

WHEREAS

WHEREAS, Client requires certain professional services and deliverables as described in this Agreement; and

WHEREAS, Contractor represents that Contractor has the experience, qualifications and capacity to perform such services and deliverables in a commercially reasonable and workmanlike manner; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the engagement and related matters.

1. SCOPE OF WORK

Contractor shall perform the services and deliver the work product described below. Contractor shall exercise professional skill and care and shall deliver Deliverables in accordance with the schedule agreed by the parties.

2. PAYMENT TERMS

Client shall pay Contractor for the Services as follows. All amounts are stated in the currency of record and exclude applicable taxes unless otherwise specified.

Late payments shall accrue interest at the lesser of one percent (1%) per month or the highest rate permitted by applicable law, calculated from the due date until paid in full. In addition to interest, Client shall be responsible for reasonable collection costs, including attorneys' fees, arising from late payments.

3. TERM AND TERMINATION

This Agreement shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least Notice Period: prior to the effective termination date. Either party may immediately terminate 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.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other party, whether oral, written, electronic or other form, 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. Each party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with the same degree of care 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 permitted subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for so long as such information qualifies as a trade secret under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement upon full payment of all amounts due. Contractor retains ownership of its pre-existing materials and tools and grants Client a non-exclusive, perpetual, worldwide license to any Contractor pre-existing materials embedded in the Deliverables solely to the extent necessary to use the Deliverables as intended.

6. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement. Contractor warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. 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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices are effective upon receipt.

10. MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. No delay or failure to exercise any right shall constitute a waiver of that right. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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