Business Document Fill

GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made and entered into as of by and between Service Provider: with principal place of business at and Client: with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses the qualifications, experience, and expertise to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services, deliverables, compensation and other rights and obligations of the parties be governed by this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below. The parties agree that the Scope of Work may be amended only by written change order signed by both parties.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of (USD) for the services described in the Scope of Work, payable as follows.

Invoices are due and payable within days of receipt. Late payments shall accrue interest at the lesser of (i) % per month or (ii) dollars as a late fee cap. Client is responsible for all reasonable collection costs, including attorneys' fees, resulting from nonpayment.

TERM AND TERMINATION

Term: This Agreement commences on and shall remain in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential. Confidential information excludes information that: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction on use or disclosure; or (d) is independently developed by the Receiving Party without use of Disclosing Party's confidential information.

The Receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall not disclose such information except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy all Confidential Information in its possession and certify in writing that it has done so upon request. The obligations set forth in this section shall survive termination for a period of years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and written change orders executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

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. Each party shall be responsible for its own taxes and benefits.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of this Agreement, and each party's aggregate liability shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

NOTICES

Execution: The parties intend that a signed copy of this Agreement delivered by electronic transmission shall have the same force and effect as an original signed copy.

Sign Now