Business Document for Signatures

GENERAL BUSINESS AGREEMENT

Parties and Effective Date

This General Business Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: effective as of Effective Date: (the "Effective Date").

Recitals

WHEREAS, the Client desires to engage the Service Provider to perform certain professional services in accordance with the terms set forth herein; and

WHEREAS, the Service Provider represents that it has the requisite expertise, personnel, and facilities to perform such services and is willing to provide such services to the Client under the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

The Service Provider will perform the services described below and such additional services as the parties may mutually agree in writing.

Payment Terms

In exchange for the Services, Client shall pay Service Provider the fees and expenses set forth below in accordance with this section.

All invoices are due and payable within days of receipt unless otherwise agreed in writing. Payments not received within such period shall incur a late fee equal to per month on the outstanding balance, compounded monthly, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party provided 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

Each party (the "Receiving Party") acknowledges that in the course of performing under this Agreement it will receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall: (a) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose such Confidential Information to any third party except as permitted by this Agreement; and (c) use the Confidential Information solely to perform its obligations under this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally known to the public through no act or omission of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to disclosure; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If the Receiving Party is required by law or regulation to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party and cooperate to seek protective measures.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the corporate power and authority to enter into this Agreement. The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. The Service Provider's sole and exclusive liability for breach of the foregoing warranty shall be to reperform the nonconforming services or, if Service Provider cannot correct such nonconformity within a reasonable period, to refund the fees attributable to the defective portion of the services.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from a party's breach of its confidentiality obligations or from indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, and each party's aggregate liability shall not exceed the fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon receipt.

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. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in that state.

Entire Agreement; Amendments

This Agreement, including all exhibits and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Sign Now