Business Document Moran

BUSINESS DOCUMENT MORAN

This General Business Agreement (Agreement) is entered into as of Date: by and between Client Name: with principal address , and Service Provider Name: with principal address .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business and consulting services described herein and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the scope of work, compensation, confidentiality obligations, and the respective rights and remedies of the parties.

WHEREAS, the parties acknowledge that time is of the essence and that Service Provider possesses the requisite experience, skill, and resources to perform the services described herein.

SCOPE OF WORK

Service Provider shall perform the services, deliverables, and milestones described below. Deliverables shall conform to the specifications agreed by the parties and shall be completed according to any schedule set forth herein.

PAYMENT TERMS

As full compensation for the services and deliverables, Client shall pay Service Provider the amounts and according to the schedule set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

Deposit/Advance: due on or before .

Final payment due date: . Invoices are payable within days of invoice date.

Overdue amounts will accrue interest at a rate of % per month or the maximum permitted by law, whichever is lower. Client is responsible for all collection costs, including reasonable attorneys' fees, in the event of nonpayment.

TERM AND TERMINATION

The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice.

Upon termination, Service Provider shall cease work and deliver to Client all completed work and any work-in-progress for which Client has paid. Client shall pay Service Provider for services performed and costs reasonably incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public, proprietary, or business information disclosed by one party (Disclosing Party) to the other (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.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as authorized in writing; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure, at least as protective as those the Receiving Party uses to protect its own confidential information.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid court order, provided the Receiving Party gives prompt written notice and cooperates with reasonable efforts to limit disclosure.

Upon termination or written request, the Receiving Party shall return or destroy all Confidential Information and certify in writing that it has done so. The obligations of confidentiality shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of any disputes arising under this Agreement.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for all employment taxes and benefits for its personnel.

Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Remedies. The parties agree that monetary damages may be inadequate to remedy a breach of confidentiality or other material obligations and that injunctive relief and other equitable remedies shall be available in addition to any other remedies at law or in equity.

ENTIRE AGREEMENT

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

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