Business Document K

BUSINESS DOCUMENT K

This General Business Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: , whose principal place of business is Client Address: , and Contractor Name: , whose principal place of business is Contractor Address: .

RECITALS

WHEREAS, Client is engaged in the business of providing goods and services and desires to retain Contractor to perform certain services on the terms set forth in this Agreement; and

WHEREAS, Contractor represents that it has the qualifications, experience, and capacity to perform the services described herein and agrees to provide such services in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other material terms governing their relationship in writing.

SCOPE OF WORK

Contractor shall perform the services set forth above in a professional and workmanlike manner, consistent with industry standards. Deliverables, milestones, and acceptance criteria (if any) will be as follows:

PAYMENT TERMS

Invoices shall be issued by Contractor according to the Payment Schedule. Payment is due within Net Terms: days from invoice date. Method of payment: .

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of Late Fee: % per month or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Contractor in enforcing collection.

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.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered at least Notice Period (days): days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within Cure Period (days): days after receipt of written notice identifying the breach. Upon termination, Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either 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, without limitation, business plans, technical data, pricing, customer information, and trade secrets.

Obligations: Each party agrees to (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the performance or enforcement of this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The receiving party shall take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exclusions: Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, that was rightfully received from a third party without restriction, that was already known to the receiving party prior to disclosure as evidenced by written records, or that is independently developed without use of the disclosing party's Confidential Information.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents that services will be performed in a professional manner consistent with industry standards.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or infringement of intellectual property rights, neither party shall be liable for consequential, incidental, special, or punitive damages. The parties' aggregate liability for any claim arising out of this Agreement shall not exceed the total amounts paid and payable by Client to Contractor under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflict of laws principles. Any dispute arising out of this Agreement shall be resolved in the state or federal courts located in the selected jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments 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 or modification of this Agreement 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 party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

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