Business Document Group

BUSINESS DOCUMENT GROUP

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

Recitals

WHEREAS, Client engages Contractor to perform the services set forth in this Agreement and Contractor represents that it has the expertise, personnel and resources to provide such services in a professional manner;

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will provide services to Client and the compensation, confidentiality and other obligations applicable to the parties;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Contractor shall provide the services, deliverables and any related work described below. The parties acknowledge that the precise specifications, milestones and acceptance criteria will be governed by this Section and any attached statements of work.

Payment Terms

Client shall pay Contractor the amounts and on the schedule described below in consideration for the services rendered. All fees are exclusive of taxes unless otherwise stated.

  A deposit is required as set forth in the Payment Schedule. Any deposit shall be applied to the final invoice.

Past due amounts shall bear interest at the lesser of the maximum lawful rate or or a flat late fee of .

Contractor shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client must pay undisputed invoices within days of receipt.

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 issuance of written notice to the other party in accordance with the notice period set forth above. Either party may terminate for material breach if the breach remains uncured for thirty (30) days following written notice, or immediately for insolvency or unlawful conduct impacting performance.

Confidentiality

"Confidential Information" means non-public business, technical or financial information disclosed by one party to the other that is designated as confidential or that a reasonably prudent person would understand to be confidential under the circumstances. Each recipient shall: (a) use Confidential Information only for purposes of performing under this Agreement; (b) restrict disclosure to its employees, contractors and advisors on a need-to-know basis; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by recipient; (ii) is rightfully received from a third party without duty of confidentiality; (iii) is independently developed by recipient without use of the discloser's Confidential Information; or (iv) is required to be disclosed by law or court order, provided recipient gives prompt written notice and cooperates with discloser in seeking protective treatment.

Representations, Warranties, and Liability

Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for willful misconduct or gross negligence, neither party's aggregate liability under this Agreement shall exceed the total fees actually paid by Client to Contractor under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles.

Entire Agreement and Amendments

This Agreement, together with any attachments and statements of work executed by the parties, 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 oral or written. No amendment shall be effective unless 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, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Notices: All notices shall be in writing and delivered to the addresses set by the parties. If sent by email, notices shall be effective upon confirmation of receipt.

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