Business Document Gibson Documents

Business Document Gibson Documents

This General Business Agreement ("Agreement") is entered into as of by and between , with principal address:

and , with principal address:

WHEREAS

WHEREAS, Party A provides business documentation, consulting and document preparation services and possesses the expertise and resources necessary to perform the services described herein;

WHEREAS, Party B desires to retain Party A to perform the services and deliverables set forth in this Agreement on the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

Scope of Work

Deliverables shall be provided in accordance with the schedule set forth in the Scope of Work. Any changes to the Scope of Work must be agreed in writing by authorized representatives of both parties and signed as an amendment to this Agreement.

Payment Terms

Compensation: Party B shall pay Party A the sum of USD for the services described in the Scope of Work.

Late Payment: If any invoiced amount is not paid within days of the invoice due date, Party A may charge a late fee equal to on the outstanding balance, in addition to any collection costs permitted by law.

Term and Termination

Term: This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice delivered to the other party at least days prior to the intended termination date.

Termination for Cause: Either party may immediately terminate this Agreement upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether in writing, orally, electronically or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: The receiving party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect such information as it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to 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 its principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Entire Agreement

This Agreement, including its schedules and any written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses specified above, and shall be deemed given upon receipt.

Miscellaneous

Assignment: Neither party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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