Business Document Marta Merge

Business Document Marta Merge

This General Business Agreement (the Agreement) is entered into as of (Effective Date) by and between:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider represents that it has the qualifications, experience and ability to provide such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, the scope of work to be performed, payment terms and other provisions governing the relationship between the parties.

1. SCOPE OF WORK

Service Provider shall provide the services described below (Services). The Services shall include the tasks, deliverables, milestones and any specifications set forth by the parties.

2. PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Service Provider as provided below. All monetary amounts are in United States dollars unless otherwise stated.

Invoices shall be submitted by Service Provider to Client in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall remit payment within days of receipt of a properly rendered invoice.

Client is responsible for all reasonable taxes, duties or other governmental charges arising from amounts payable under this Agreement, excluding taxes based on Service Provider's net income.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Service Provider for Services performed and reasonable, documented expenses incurred through the effective date of termination. Sections regarding confidentiality, payment of amounts due, indemnification and governing law shall survive termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other party (Receiving 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. Confidential Information includes, without limitation, business plans, technical data, software, financial information, customer lists, pricing and vendor information.

The Receiving Party shall (a) hold Confidential Information in strict confidence and take reasonable measures to protect it; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations do not apply to information which: (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law or valid legal process, provided the Receiving Party gives the Disclosing Party prompt written notice and reasonably cooperates in seeking a protective order or other appropriate remedy. The Receiving Party acknowledges that monetary damages may be inadequate and the Disclosing Party shall be entitled to seek injunctive relief in addition to other remedies.

5. 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for all disputes arising out of or related to this Agreement.

6. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or 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 and communications, whether oral or written. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

7. MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, partnership or agency relationship between the parties. Service Provider shall be responsible for all taxes and benefits applicable to its personnel.

Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction; provided that the assigning party remains liable for its obligations hereunder.

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address designated by a party in writing, and shall be deemed given upon delivery if delivered personally, three (3) business days after deposit in the U.S. mail sent by certified mail, return receipt requested, or upon confirmed delivery when sent by nationally recognized overnight courier.

SIGNATURES

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