Business Document McBride

Business Document McBride

THIS GENERAL BUSINESS AGREEMENT (the "Agreement") is entered into as of , by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to retain Service Provider to perform services described herein and Service Provider represents that it has the experience and capability to provide such services in a professional manner consistent with industry standards;

WHEREAS, the parties wish to set forth the terms and conditions under which the services will be provided, payments will be made, and confidential information will be protected;

WHEREAS, the parties intend this Agreement to be legally binding and to constitute the entire understanding between the parties with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the services and deliverables described below in accordance with the standards and timelines set forth herein:

Payment Terms

Compensation: Client shall pay Service Provider the total compensation of $ for the services described above, subject to the schedule and conditions set forth below.

Deposit (if applicable): $ payable upon execution of this Agreement.

Payment Terms: Invoices submitted by Service Provider shall be due and payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of per month (or the maximum permitted by law), calculated monthly on the outstanding balance. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect past-due amounts.

Term and Termination

Term: This Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public business, technical and financial information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, in writing, or by inspection of tangible objects, 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.

Obligations: The Receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public without breach of this Agreement by the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to receipt from the Disclosing Party; (iii) is obtained by the Receiving Party from a third party without breach of any obligation to the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Duration: The obligations of confidentiality shall continue during the Term and for a period of years thereafter, except with respect to trade secrets, for which protection shall continue for so long as such information qualifies as a trade secret under applicable law.

Return of Materials: Upon termination or written request, the Receiving Party shall promptly return or destroy, at the Disclosing Party's option, all materials containing Confidential Information and certify destruction if requested.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws 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 any action arising out of or relating to this Agreement.

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, joint venture or partnership relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of its personnel.

Assignment and Amendment: 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 this Agreement in connection with a merger or sale of substantially all of its assets. This Agreement may be amended only by a written instrument signed by both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, including all exhibits and documents incorporated by reference, 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.

Contact and Notice Information

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