Business Document Main St

Business Document Main St

Parties and Recitals

This General Business Agreement (the "Agreement") is made effective as of by and between Client Name: , with principal address , and Service Provider Name: , with principal address .

WHEREAS, Client desires to engage Service Provider to perform the services described herein and Service Provider agrees to provide such services pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend to define their respective rights and obligations with respect to the performance, payment and confidentiality of information exchanged in connection with such services;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

Client shall pay Service Provider a total fee of (the "Fee") in accordance with the following schedule:

Unless otherwise agreed in writing, invoices are due within days of receipt. Late payments shall accrue interest at a rate of on the unpaid balance, compounded monthly, and Service Provider may suspend performance if payments are overdue beyond days after notice.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated under this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In addition, either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect such information as it uses for 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, contractors and advisors having a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the performance of this Agreement. Confidential Information does not include information that (i) is or becomes publicly available through no breach hereof, (ii) was already known to the Receiving Party without obligation of confidentiality, (iii) is rightfully received from a third party without duty of confidentiality, or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and provide certification of such destruction upon request.

Liability and Indemnification

Each party's liability for direct damages arising out of or relating to this Agreement shall not exceed the fees actually paid to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages. Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Service Provider's gross negligence or willful misconduct in performing the Services; provided that Client promptly notifies Service Provider of any claim and cooperates in the defense.

Notices

Governing Law

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of any disputes arising hereunder.

Entire Agreement; Amendment

This Agreement, together with any exhibits and attachments 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 amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets.

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