Business Document Long Road

Business Document Long Road

Parties and Recitals

This General Business Agreement (the Agreement) is entered into as of by and between:

WHEREAS, Client desires to obtain certain goods and/or services related to the long road business project described below; and

WHEREAS, Contractor has represented that it possesses the skill, experience, personnel and resources necessary to perform such goods and/or services in a competent and professional manner; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows.

Scope of Work

Contractor shall perform the work and provide deliverables as described below. The work shall include all tasks customarily necessary to deliver the agreed results, subject to modifications by written change order executed by both Parties.

Payment Terms

Client shall pay Contractor the fees specified below in consideration for the full and timely performance of the Scope of Work. All fees are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be issued by Contractor in accordance with the Payment Schedule and are due within days of the invoice date. Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by law. Additionally, Client shall be responsible for any reasonable collections costs, including attorneys' fees, incurred by Contractor to collect overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated as provided in this section.

Start Date:    End Date:

Either Party may terminate this Agreement for convenience upon providing the other Party with written notice at least days prior to the effective date of termination. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by a Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes business plans, financial data, technical information, and client lists, but does not include information that (a) is or becomes generally known to the public through no fault of the receiving Party; (b) was in the receiving Party's lawful possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party shall 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. The receiving Party shall use Confidential Information only as necessary to perform its obligations under this Agreement. A receiving Party may disclose Confidential Information to the extent required by law or by a valid legal process, provided that, to the extent permitted, the receiving Party gives prompt written notice to the disclosing Party and cooperates in any efforts to limit disclosure.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the Parties agree that any unresolved controversy or claim shall be resolved exclusively by the courts located in the county where the governing state seat is located, and each Party consents to personal jurisdiction and venue therein.

Representations; Indemnification; Insurance

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement. Contractor shall perform services in a professional and workmanlike manner and shall maintain insurance appropriate to the scope of the services. Contractor agrees to indemnify, defend and hold harmless Client from and against any third-party claims arising from Contractor's negligence or willful misconduct in performance of the services; provided, however, that Contractor's indemnity shall be subject to any limitations set forth in this Agreement.

Notices

Entire Agreement; Amendments

This Agreement, together with any exhibits or written change orders 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, negotiations 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.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

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