Business Document Heintz

BUSINESS DOCUMENT HEINTZ

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with Address: ("Client"), and Contractor Name: with Address: ("Contractor"). Client and Contractor are each a "Party" and together the "Parties."

WHEREAS

WHEREAS, Client desires to engage Contractor to perform certain business services described herein and Contractor has represented that it possesses the capacity, expertise, and personnel to perform such services in accordance with this Agreement; and

WHEREAS, Contractor agrees to perform the services under the terms set forth in this Agreement and to deliver the work in a professional manner consistent with industry standards; and

WHEREAS, the Parties wish to set forth the terms of their business relationship, including scope, compensation, confidentiality, and other obligations.

SCOPE OF WORK

Contractor shall perform the services described above in accordance with the schedule and milestones set forth in the Scope of Work. Contractor shall provide periodic progress reports to Client upon request and shall cooperate with Client to reasonably accommodate Client's reporting requirements.

PAYMENT TERMS

Total Fee for all services to be rendered under this Agreement: $

Invoices shall be submitted by Contractor to Client in writing and are due and payable within days of invoice date unless otherwise agreed in writing. All amounts are payable in United States dollars unless otherwise specified.

Late Payment: Unpaid amounts shall accrue interest at the rate of % per month (or the maximum rate permitted by applicable law, if lower), plus reimbursement of collection costs and reasonable attorneys' fees incurred by the non-breaching Party.

TERM AND TERMINATION

Term: 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 written notice to the other Party at least days prior to the intended termination date. In the event of material breach by either Party, the non-breaching Party may terminate this Agreement upon ten (10) days' written notice if the breach is not cured within such period.

Upon termination or expiration, Contractor shall deliver to Client all work in progress and deliverables completed as of the effective date of termination, and Client shall pay Contractor for all undisputed fees and reimbursable expenses accrued through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether oral, written, or electronic, 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.

Obligations: The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) use Confidential Information solely to perform under this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates with the Disclosing Party to seek protective measures.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for years, except with respect to trade secrets for which the Receiving Party shall maintain confidentiality for as long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

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.

Disputes: The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If unresolved within thirty (30) days, the Parties may pursue any remedy available at law or in equity in the courts of the governing state identified above.

MISCELLANEOUS

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Contractor shall be responsible for all taxes and benefits with respect to its personnel.

Assignment: Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties.

ENTIRE AGREEMENT

This Agreement, together with any schedules, exhibits, and the Scope of Work, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous oral or written agreements, proposals, and communications between the Parties relating to such subject matter.

NOTICES

All notices shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

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