Business Document Full Documents

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is made effective as of Effective Date: by and between:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider accepts such engagement on the terms and conditions set forth herein.

WHEREAS, the parties intend that the services to be provided, compensation, schedule, and other material obligations be set forth in a clear scope of work and that each party have recourse for failure to perform.

WHEREAS, the parties desire to protect confidential information and to allocate risks through express terms including warranty, termination, indemnity, and governing law provisions.

SCOPE OF WORK

Service Provider shall perform the work and deliverables described below. The description identifies the tasks, deliverables, performance standards, and any acceptance criteria.

PAYMENT TERMS

Client shall pay Service Provider the fees for services performed in accordance with this Agreement as set forth below. Unless otherwise specified, all payments are due in U.S. dollars.

Invoices shall be submitted by Service Provider to Client in writing. Payment is due within days of Client's receipt of a proper invoice unless otherwise agreed in writing.

Taxes: Each party is responsible for its own taxes arising from this Agreement. If any withholding is required by law, the paying party shall withhold such amounts and provide documentation.

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 written notice to the other party delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information of a party disclosed in connection with this Agreement, whether disclosed orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: Each receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to its employees and contractors with a need to know, and (iii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is (a) publicly available without breach, (b) rightfully received from a third party without restriction, (c) independently developed without use of the other party's Confidential Information, or (d) required to be disclosed by law with prior notice to the disclosing party where permitted.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or schedules expressly 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to any limitations of liability set forth below.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right and authority to enter into this Agreement and to perform its obligations hereunder, and that its execution and performance will not violate any other agreement or legal obligation.

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