Business Document Lyons

DOCUMENT NAME

This General Business Agreement ("Agreement") is made effective as of between Company Name: with principal address (hereinafter "Company"), and Service Provider: with principal address (hereinafter "Provider"). Company and Provider may each be referred to individually as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, Company requires certain business services, consulting and deliverables as more particularly described below; and

WHEREAS, Provider represents that it has the experience, personnel, and capability to perform the services described in this Agreement and is willing to provide such services to Company on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises set forth below, the Parties agree as follows.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Provider shall supply qualified personnel and shall be responsible for all taxes, insurance, and statutory contributions for such personnel unless otherwise agreed in writing.

PAYMENT TERMS

Unless otherwise agreed in writing, Company shall pay Provider within days of receipt of a proper invoice. All sums are payable in lawful currency. Any retentions, holdbacks, or conditional payments must be expressly stated in the Payment Schedule above.

A late fee equal to % per month (or the maximum permitted by law, if less) shall accrue on any unpaid amount outstanding after the payment due date. Provider may suspend services if invoiced amounts remain unpaid for more than days after notice.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Either Party may terminate immediately for material breach if such breach remains uncured for days after written notice specifying the breach.

Upon termination, Provider shall deliver to Company all work in progress and all materials paid for, and Company shall pay Provider for all services performed and costs reasonably incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one Party to the other, whether written, oral, electronic, or other form, that is designated confidential or that, by its nature, should reasonably be understood to be confidential. Each Party agrees: (a) to hold Confidential Information of the other in strict confidence; (b) not to disclose such Confidential Information to any third party without the prior written consent of the disclosing Party except as required by law; and (c) to use such Confidential Information solely for the performance of this Agreement.

The obligations in this section shall survive termination of this Agreement for a period of unless a longer period is required by law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the other Party's prior written consent, except that Company may assign to an acquirer of substantially all of Company's assets or stock.

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