Business Document Merged Output

Business Document Merged Output

This General Business Agreement ("Agreement") is entered into as of between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client seeks to engage Provider to perform certain services described in this Agreement and Provider represents that it has the experience, personnel, and resources to perform such services in a professional manner;

WHEREAS, Provider agrees to perform the services for the compensation and on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality, and other matters in this Agreement.

SCOPE OF WORK

Provider shall perform the services described below in accordance with the terms of this Agreement. The parties acknowledge that the description below constitutes the primary obligations of Provider under this Agreement.

PAYMENT TERMS

As consideration for the services rendered by Provider, Client shall pay Provider in accordance with the following terms and schedule.

Invoices are due in accordance with the Payment Schedule. Any undisputed amounts not paid when due shall accrue interest at the rate specified above and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting past due amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue through the End Date unless earlier terminated pursuant to this section.

Start Date:   End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above. Termination for convenience by either party shall require written notice in accordance with the notice period. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means any non-public business, technical or financial information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by inspection of tangible objects. Receiving Party agrees to:

(a) hold Confidential Information in strict 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 disclose Confidential Information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely for performance of obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was rightfully known to Receiving Party prior to disclosure; (iii) was received from a third party without breach of an obligation of confidentiality; or (iv) was independently developed without use of the Disclosing Party's Confidential Information. The obligations under this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. Remedies for breach include injunctive relief and damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction specified above, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with any attachments or incorporated exhibits, 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 written or oral. Any amendment or modification of this Agreement must be in writing signed by both parties. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliated entity or in connection with a merger or sale of substantially all of its assets.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

NOTICES

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