Business Document New Test

BUSINESS DOCUMENT NEW TEST

This General Business Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Client Name:   Client Address:

Service Provider Name:   Provider Address:

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain business services as set forth in this Agreement and Provider has represented that it has the experience, personnel and capability to provide such services in accordance with the terms herein.

WHEREAS, Provider agrees to perform the services described in this Agreement for compensation under the terms and conditions set forth below and to maintain the confidentiality of Client’s proprietary information.

WHEREAS, the parties intend for this Agreement to set forth their entire agreement and the basis on which Provider will render services and be compensated.

SCOPE OF WORK

Provider will provide the work, services and deliverables described below. Provider shall perform such services in a professional and timely manner consistent with industry standards.

PAYMENT TERMS

As consideration for the services performed by Provider, Client shall pay Provider as set forth below. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be issued in accordance with the payment schedule and are due within days of receipt. Late payments shall bear interest at per month on the unpaid balance, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days of written notice.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that is (a) publicly known through no wrongful act of the Receiving Party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party shall (i) use Confidential Information only for purposes of performing under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

REPRESENTATIONS; WARRANTIES; INDEMNITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a professional manner consistent with prevailing industry standards. Except as expressly provided, all other warranties, express or implied, are disclaimed to the maximum extent permitted by law.

Provider agrees to indemnify and hold harmless Client from and against claims, liabilities and losses arising out of Provider’s negligent acts or willful misconduct in the performance of services under this Agreement, subject to any limitations of liability set forth in writing and agreed by the parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may provide in writing).

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation; if unresolved, disputes shall be resolved through binding arbitration in the governing state unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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