Business Document Ford

Business Document Ford — General Business Agreement

Recitals

WHEREAS, Client Name: (hereinafter "Client") desires to obtain certain services;

WHEREAS, Service Provider Name: (hereinafter "Provider") represents that it has the experience, personnel, and resources necessary to perform such services;

WHEREAS, the parties wish to set forth their respective rights and obligations effective as of Effective Date: .

Parties and Notices

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The Scope of Work shall include deliverables, milestones, and acceptance criteria as set forth herein and in any attached statement of work.

Payment Terms

Client shall pay Provider as compensation for the services rendered. The parties agree the Payment Amount is:

Invoices are due in accordance with the schedule above. Late payments shall accrue interest at the rate set forth in Late Payment Fee above and, if not paid within ten (10) days of written notice, Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice not less than Notice Period (days): days prior to the intended termination date. Either party may terminate for material breach if such breach remains uncured for 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 that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to representatives having a need to know and subject to confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform under this Agreement. Confidentiality obligations shall survive termination of this Agreement for Confidentiality Period (years): years.

Exceptions: Confidential Information does not include information that is (i) already known to the receiving party at disclosure without breach; (ii) becomes publicly available through no fault of the receiving party; (iii) lawfully obtained from a third party; or (iv) independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information if required by law, provided the disclosing party gives prompt written notice and cooperates with reasonable attempts to limit the disclosure.

Independent Contractor; Indemnification

Provider is an independent contractor; nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship. Each party shall indemnify and hold harmless the other from third-party claims arising from its negligence, willful misconduct, or breach of this Agreement, subject to applicable law and any limitations set forth in a separate indemnity schedule.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Governing State: , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any attachments and schedules, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in a writing signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The rights and remedies provided in this Agreement are cumulative and not exclusive. Neither party may assign this Agreement without the prior written consent of the other, except to a successor entity in connection with a merger or sale of substantially all assets.

Notices

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