Business Document Gilbert

BUSINESS DOCUMENT GILBERT

This General Business Agreement (the Agreement) is entered into as of (Effective Date) by and between , located at (Client), and , located at (Contractor).

RECITALS

WHEREAS, Client desires to engage Contractor to perform services described herein, and Contractor has the capacity and expertise to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties wish to set forth their respective rights and obligations, including scope, payment, confidentiality, and dispute resolution, to ensure timely and satisfactory performance.

WHEREAS, this Agreement shall become effective on the Effective Date and continue for the Term provided herein unless earlier terminated in accordance with Section Term and Termination.

SCOPE OF WORK

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The specific tasks, milestones, and acceptance criteria are as follows.

PAYMENT TERMS

In consideration for the services rendered, Client shall pay Contractor the fees and reimbursements set forth below. All payments shall be made in United States dollars and are non-refundable except as expressly provided in this Agreement.

Unless otherwise agreed in writing, Client shall pay invoices within days of invoice receipt. Contractor shall submit invoices itemizing work performed and expenses incurred.

Any undisputed amount not paid within the period set forth above shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees.

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 convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after written notice of the breach.

Upon termination, Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination, including any non-cancellable third-party obligations.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, client lists, trade secrets, technical information, and software.

The receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known through no breach of this Agreement; (ii) is received from a third party without restriction and without breach of any obligation to the disclosing party; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to the extent required by law or by a court or governmental order, provided that, to the extent legally permitted, the receiving party gives prompt written notice to the disclosing party and cooperates in any reasonable effort to obtain confidential treatment.

Receiving party may disclose Confidential Information to legal or regulatory authorities as required by law (with prior notice if legally permissible).

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the parties shall negotiate in good faith a substitute valid provision that most nearly effects the parties' intent.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing. Notices are effective upon receipt.

MISCELLANEOUS PROVISIONS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Contractor has no authority to bind Client except as expressly provided in writing.

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

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