Business Document Mackenzie Document

BUSINESS DOCUMENT MACKENZIE DOCUMENT

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

RECITALS

WHEREAS, Client requires certain professional services and deliverables as described herein and wishes to retain Provider to perform such services under the terms set forth in this Agreement.

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in the Scope of Work in a professional and timely manner, and agrees to provide such services to Client in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations, including payment, confidentiality, term and termination, and governing law provisions, in a written agreement.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below in accordance with the schedule and specifications agreed by the parties. Provider shall provide professional, workmanlike services consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for the services rendered as set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of on the past due amount, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

TERM AND TERMINATION

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 written notice at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within a reasonable period, not to exceed 30 days, after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as expressly permitted herein, and (c) use it only to perform its obligations under this Agreement. Recipient's obligations do not extend to information that is publicly known through no breach by Recipient, lawfully received from a third party without restriction, or independently developed without use of or reference to Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy all Confidential Information and certify in writing that it has complied with this obligation, except to the extent retention is required by applicable law or reasonable backup procedures.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved by negotiation within 30 days, the parties agree to submit the dispute to binding arbitration administered in accordance with the rules of an established arbitration authority, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its business assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the parties. Notice is effective upon personal delivery, confirmed electronic delivery, or three (3) days after deposit with a nationally recognized overnight courier.

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