Business Document Maciszewski

Business Document Maciszewski

This General Business Agreement (the Agreement) is entered into on between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to retain Provider to perform certain business services as set forth in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services described herein and agrees to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement in a written Agreement.

1. Scope of Work

Provider shall perform the services described below in accordance with the terms of this Agreement. Provider shall exercise commercially reasonable skill and care and shall perform the services in a professional manner consistent with industry standards.

2. Payment Terms

In consideration for the services provided by Provider, Client shall pay Provider in accordance with the terms set forth below. All payments are exclusive of taxes which shall be the responsibility of the party required by applicable law to pay such taxes.

Invoices shall be submitted by Provider and are payable within days of Client's receipt of a properly rendered invoice. Acceptable payment method: .

Late payments shall accrue interest at a rate of % per month (pro rata), or the highest rate permitted by applicable law, whichever is lower. In addition, Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

3. Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) relating to business plans, financial information, trade secrets, customer lists, or other proprietary information. Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by Receiving Party; (ii) is rightfully received by Receiving Party from a third party without restriction; (iii) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or by a court or governmental agency, provided Receiving Party gives prompt written notice to Disclosing Party where legally permissible and limits disclosure to the extent reasonably required.

Upon termination or expiration of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing its compliance with this obligation.

5. Independent Contractor; Liability

Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties. Provider shall be responsible for all taxes and withholdings arising out of payments to Provider.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and liability for direct damages shall be limited to the total amount paid or payable to Provider under this Agreement during the six (6) month period preceding the claim.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

7. Entire Agreement; Amendments

This Agreement, including any exhibits or schedules attached hereto, 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.

8. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

The parties have executed this Agreement as of the date first written above.

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