Business Document Merge

BUSINESS DOCUMENT MERGE — GENERAL BUSINESS AGREEMENT

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

RECITALS

WHEREAS, Client requires certain professional services and deliverables described herein, and Provider has represented that it possesses the experience, personnel, and capability to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms that will govern the performance of the work and the delivery of services and materials.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services and deliver the work product described below. Provider will use commercially reasonable efforts to meet any schedule or milestone dates set forth and shall perform in a professional and workmanlike manner.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for Provider's performance of the services. All amounts are stated in the currency of payment specified by the parties and exclude taxes unless expressly stated otherwise.

Invoices shall be issued by Provider in accordance with the schedule above. If Client disputes any portion of an invoice in good faith, Client shall provide written notice of dispute within ten (10) days of receipt; the undisputed portion shall remain payable. Unpaid amounts shall accrue the late fee set forth above until paid.

Check    ACH / Direct Deposit    Wire Transfer

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as set forth below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Provider may suspend performance if Client fails to pay undisputed amounts when due, after providing five (5) days' written notice.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. Confidential Information means nonpublic information disclosed in any form 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) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or agents with a need to know who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to third parties without prior written consent of the disclosing party, except as required by law.

Confidentiality obligations shall survive termination of this Agreement for years.

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. Exclusive venue for disputes arising under this Agreement shall lie in the state or federal courts located in that State, to the extent allowed by applicable law.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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 Provider may assign receivables to a financing party without consent.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct in connection with performance under this Agreement, subject to applicable limitations on liability.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or a party's breach of confidentiality or indemnification obligations, neither party's aggregate liability to the other for any claim arising from or relating to this Agreement shall exceed the total fees paid to Provider under this Agreement in the twelve (12) months preceding the claim.

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