Business Document Ftf October

Business Document Ftf October

This General Business Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: , a business with principal place of business at Client Address: , and Vendor Name: , with principal place of business at Vendor Address: .

WHEREAS

1. WHEREAS, Client desires to retain Vendor to perform certain services and Vendor is willing to perform such services on the terms and conditions set forth in this Agreement.

2. WHEREAS, the parties intend that the services and deliverables, including any work product created pursuant to this Agreement, be set forth in the Scope of Work and governed by the payment, confidentiality and termination provisions below.

3. WHEREAS, the parties agree that this Agreement constitutes the entire understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

Vendor shall perform the services and deliverables described below. The parties may attach additional schedules describing specific milestones, deliverables and acceptance criteria.

PAYMENT TERMS

Client shall pay Vendor for the services performed in accordance with the fees and schedule set forth below. All fees are stated in United States dollars unless otherwise indicated.

All undisputed invoices not paid when due shall accrue interest at the rate specified above. If Client disputes any portion of an invoice, Client shall notify Vendor in writing within ten (10) days of receipt and the parties shall negotiate in good faith to resolve the dispute; undisputed amounts remain due and payable in accordance with this Agreement.

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 material breach by the other party if such breach remains uncured for the notice period set forth above following written notice specifying the breach. Termination shall not relieve either party of liability for obligations incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information, including but not limited to trade secrets, pricing, methodologies, customer lists and business plans, whether disclosed in writing, orally, visually or by inspection. Each party agrees to (a) hold such Confidential Information in strict confidence, (b) use it only to perform obligations under this Agreement, and (c) not disclose it to any third party except to employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Confidential Information does not include information which: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is independently developed without use of the disclosing party's Confidential Information.

GOVERNING LAW

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 consent to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No delay or failure to exercise any right shall operate as a waiver. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and that the non-breaching party may obtain injunctive relief in addition to any other remedies at law or equity.

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