Business Document Gonzales

Business Document Gonzales

This General Business Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client Name represents that it requires the services and deliverables described in this Agreement and has authority to engage Provider Name for such services; and

WHEREAS, Provider Name possesses the skill, experience, and capability to perform the services described below and agrees to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth the terms governing Provider Name's performance of services and Client Name's obligations to compensate Provider Name.

SCOPE OF WORK

Provider Name shall perform the professional services and deliver the work product described below. Services shall include completion of the tasks generally described in the following scope; Provider Name shall perform such tasks in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client Name shall pay Provider Name the Fees set forth in this section as consideration for the services and deliverables. All fees are exclusive of taxes unless otherwise stated.

Unless otherwise agreed in writing, invoices are due within the payment period specified in the Payment Schedule. Client Name acknowledges that failure to pay on time will entitle Provider Name to suspend performance and to recover all collection costs, including reasonable legal fees, and interest as specified above.

TERM AND TERMINATION

The term of 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 provision of written notice to the other party in accordance with the Notice provisions below. Either party may terminate immediately for material breach if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client Name of the obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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. Confidential Information includes, but is not limited to, business plans, customer lists, pricing, technical data, trade secrets, and work product.

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

Exceptions include information that (i) is or becomes publicly available other than through a breach of this Agreement, (ii) is rightfully received from a third party without obligation of confidentiality, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law or valid order of a court or governmental authority, provided the Receiving Party cooperates with the Disclosing Party to seek protective measures.

Mutual confidentiality obligations apply to both parties

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. 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, together with any exhibits 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 proposals, negotiations, representations, understandings, and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

Any notice required or permitted under this Agreement shall be in writing and shall be delivered to the address for the party set forth below (or to such other address as either party may designate in writing) by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

MISCELLANEOUS

Each party represents and warrants that it has full power and authority to enter into this Agreement. Neither party will assign or delegate any rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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