Business Document OneSuite

BUSINESS DOCUMENT ONESUITE

This General Business Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: with principal address: ("Client"), and Service Provider Name: with principal address: ("Provider"). Client and Provider are each a Party and together the Parties.

WHEREAS

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement and Provider has expertise and capacity to provide such services under the terms set forth herein.

WHEREAS, the Parties wish to set forth the terms governing the scope, timing, compensation and confidentiality obligations applicable to the relationship established by this Agreement.

SCOPE OF WORK

Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific deliverables, milestones and acceptance criteria shall be as set forth in the Description of Services.

PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Provider the compensation described below. All amounts are stated in U.S. dollars unless otherwise specified.

Standard invoicing: Provider will submit invoices to Client at the address for notices below. Invoices are due and payable within days of Client's receipt unless otherwise set forth in the Payment Schedule.

Overdue amounts shall accrue interest at the lesser of (a) % per month; or (b) the maximum rate permitted by applicable law. In addition, a late payment administrative fee of may be charged.

ACH transfer    Check    Card/Online payment

TERM AND TERMINATION

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 material breach by the other Party if the breaching Party fails to cure such breach within days after written notice. Termination shall be without prejudice to any accrued rights or liabilities of either Party.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other 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 excludes information that (a) is or becomes publicly known through no breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed without use of Confidential Information, or (d) is required to be disclosed by law or order of a court or regulatory body.

The receiving Party shall (i) use Confidential Information solely to perform obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, agents or contractors who need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for .

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by notice given in accordance with this section.

MISCELLANEOUS PROVISIONS

Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign receivables or subcontract portions of the Services provided that Provider remains responsible for performance.

Independent Contractor. Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

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