Business Document Merged File

BUSINESS DOCUMENT MERGED FILE

Parties and Effective Date

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires certain professional services and deliverables described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services in a timely and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision of such services and any related payments.

Scope of Work

Service Provider shall perform the work and deliverables described below (the Services). The Services shall conform to reasonable professional standards and the schedule agreed by the parties.

Payment Terms

Client shall pay Service Provider the total compensation specified below in consideration for the satisfactory performance of Services in accordance with this Agreement.

Late payments shall accrue interest and fees as provided below. Client shall pay all undisputed amounts within the period set forth in the payment schedule. Service Provider may suspend Services for nonpayment after providing written notice as required under this Agreement.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Termination for cause may be effected immediately upon written notice if the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party agrees to maintain in confidence all information disclosed by the other 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). Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) is lawfully received from a third party without restriction; or (c) is independently developed without use of the disclosing party’s Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) take commercially reasonable measures to protect Confidential Information. The confidentiality obligations shall survive termination of this Agreement for a period of years.

Representations; Independent Contractor

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be responsible for all taxes, withholdings, and liabilities related to its performance under this Agreement.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, and aggregate liability for direct damages shall not exceed the total amount paid or owing by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

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 laws principles. The parties submit to the exclusive jurisdiction of the competent courts in that State for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement and understanding of 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 in writing and signed by duly authorized representatives of both parties.

Notices

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 as either party may designate by notice. Notices shall be deemed given when received.

Acceptance

The parties, intending to be legally bound, have executed this Agreement through authorized representatives as of the Effective Date first written above.

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