Business Document Format

GENERAL BUSINESS AGREEMENT

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

Service Provider Name: , Principal Address:

Client Name: , Principal Address:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services and has the skills, personnel, and resources necessary to perform 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

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

1. SCOPE OF WORK

Service Provider shall perform the services described below and in any statement of work executed by the parties. Service Provider shall exercise commercially reasonable skill and care in performing the services, in accordance with industry standards and applicable law.

2. PAYMENT TERMS

Compensation for the services shall be paid as set forth below. Payments are due in accordance with the invoice terms and any agreed milestones. Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with the performance of services if pre-approved in writing.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date and remain in effect until the End Date unless earlier terminated in accordance with this Section.

Start Date: . End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination for convenience is permitted only if expressly agreed in writing and where any unpaid amounts for services performed through the effective date of termination are paid in full.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party to the other party that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, customer lists, pricing, technical data, and trade secrets.

Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality do not apply to information that: (i) was in the public domain at the time of disclosure; (ii) becomes public through no fault of the receiving party; (iii) was already known to the receiving party without restriction at the time of disclosure; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with the disclosing party to seek protective measures.

The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages would be inadequate; accordingly, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

5. REPRESENTATIONS; WARRANTIES; INDEMNITY

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE.

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, willful misconduct, or material breach of this Agreement.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Any dispute arising out of or in connection with this Agreement shall be resolved in the state or federal courts located within said state.

7. ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work executed hereunder, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to the subject matter hereof. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

8. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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