Business Document MANU GOES

Business Document MANU GOES

Parties and Effective Date

This General Business Agreement ("Agreement") is made and entered into as of between Client Name: , with principal place of business at ("Client"), and Contractor Name: , with principal place of business at ("Contractor").

WHEREAS

WHEREAS, Client desires to engage Contractor to perform certain professional services described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor has the capacity and experience to perform the services and is willing to provide such services to Client in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation, confidentiality and other matters as set forth below.

Scope of Work

Contractor shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the scope must be agreed in writing by authorized representatives of both parties, and any additional compensation or schedule adjustment shall be documented in an amendment to this Agreement.

Payment Terms

Unless otherwise agreed in writing, Client shall pay Contractor within days of receipt of Contractor's invoice for undisputed amounts. Invoices shall itemize work performed and applicable expenses.

Any payment not received within the time specified shall accrue a late fee equal to the greater of % per month or a flat fee of $ , calculated from the due date until paid. Client shall also reimburse Contractor for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination, together with any non-cancellable obligations incurred by Contractor in connection with the services.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party without an obligation of confidentiality; (iii) is rightfully received by the receiving party from a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent compelled by law or valid legal process, provided it gives the disclosing party prompt notice and cooperates reasonably in any effort to limit disclosure or obtain protective measures.

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 law principles. The parties agree that any action arising out of or relating to this Agreement shall be brought only in the state or federal courts located in that State, and both parties submit to the exclusive jurisdiction and venue of such courts.

Entire Agreement and Miscellaneous

This Agreement, including all attachments and exhibits 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 understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the parties' original intent. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

Notices

All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate in writing.

Representations and Authority

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the person signing this Agreement on behalf of such party is duly authorized to do so.

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