Business Document Open

BUSINESS DOCUMENT OPEN — GENERAL BUSINESS AGREEMENT

Recitals

WHEREAS, Client Name: (hereinafter "Client") desires to retain certain business services; and

WHEREAS, Service Provider Name: (hereinafter "Provider") represents that it has the expertise and capacity to perform the services described below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows.

Agreement Date and Parties

Effective Date: .

Scope of Work

Provider shall perform the work and deliverables described below in a professional and timely manner and in accordance with industry standards. Provider shall provide personnel, materials, equipment, and supervision necessary to perform the services unless otherwise agreed in writing.

Payment Terms

Client shall pay Provider for services performed in accordance with this Agreement as follows.

Late Payment: Amounts not paid within days after invoice due date shall accrue interest at (or the maximum rate permitted by law), plus reasonable collection costs.

Taxes and Withholding: Unless otherwise stated, prices do not include taxes. Client is responsible for all sales, use, or other taxes imposed by any governmental authority, excluding taxes based on Provider's net income.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: 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.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Provider shall deliver all completed work and invoices for services performed through the termination date, and Client shall pay Provider for all undisputed amounts due within the time set forth in the Payment Terms.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"), except as necessary to perform its obligations under this Agreement or as required by law. "Confidential Information" includes non-public business information, trade secrets, technical data, business plans, customer lists, and pricing, but excludes information that is (a) already known to the Receiving Party without obligation of confidentiality, (b) publicly available through no wrongful act of the Receiving Party, (c) rightfully received from a third party without breach of obligation, or (d) independently developed.

Confidentiality Period: The obligations in this section shall survive termination of this Agreement for a period of .

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 designate in writing. Notices shall be deemed given when delivered personally, sent by certified mail, or by nationally recognized overnight courier.

Representations and Warranties

Each party represents and warrants that (a) it has the full corporate or legal power and authority to enter into and perform this Agreement; (b) execution and performance of this Agreement will not violate any applicable law, regulation, or agreement with a third party; and (c) it will perform its obligations in a professional and workmanlike manner.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties agree to attempt in good faith to resolve disputes promptly through negotiation. If the parties cannot resolve a dispute within thirty (30) days, either party may seek relief in a court of competent jurisdiction located in the governing state.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

Assignment

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations under this Agreement.

Counterparts and Electronic Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding and deemed original signatures.

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