Business Document Harry Document

BUSINESS DOCUMENT HARRY DOCUMENT

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

Recitals

WHEREAS, Client Name: seeks to engage Service Provider to perform certain business services on the terms set forth herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided and compensation paid.

Parties and Contact Information

Scope of Work

Service Provider shall perform the services set forth below in a professional and workmanlike manner in accordance with industry standards. The parties agree that the general scope is described as follows:

Payment Terms

As full compensation for the services, Client shall pay Service Provider the amounts and according to the schedule set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices are due and payable within days of receipt. Overdue amounts shall bear interest at the rate of from the due date until paid in full. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

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 providing the other party with written notice at least days prior to termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services properly rendered and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party in any form 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. The receiving party shall: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

Representations and Warranties; Liability

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

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. Any dispute arising out of or relating to this Agreement shall be resolved in the courts located within that State, and each party hereby consents to the exclusive jurisdiction and venue of such courts.

Entire Agreement and Amendments

This Agreement, together with 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, representations, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment; Independent Contractors

Neither party may assign or delegate its rights or 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. The relationship of the parties is that of independent contractors; nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, when sent by confirmed overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered.

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