Business Document Lary

Business Document Lary

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider: , with primary address , and Client: , with primary address .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services and has represented that it possesses the skill, experience and expertise necessary to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services under the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services for Client on those terms; and

WHEREAS, the parties intend for this Agreement to memorialize their respective rights and obligations with respect to the services and associated compensation.

Scope of Work

Service Provider shall perform the services described below for Client in a professional and workmanlike manner in accordance with industry standards. The parties agree that the description below sets forth the principal deliverables and performance obligations.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for Services rendered. All sums are payable in United States dollars unless otherwise agreed in writing.

Late payment shall incur interest at the rate of on any unpaid balance beginning on the date such payment becomes delinquent. Client is also responsible for any reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

Term and Termination

The term of 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 days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential. The Receiving Party shall: (a) protect 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 its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except as to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

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. Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or addenda expressly incorporated by reference, 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 written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below or such other address as either party may designate in writing. Notice is effective upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will remain in full force and effect and such provision will be reformed only to the extent necessary to make it enforceable. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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