Business Document Outlander

Business Document Outlander

This General Business Agreement ("Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Client desires to procure certain services and deliverables from Service Provider as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services described in the Scope of Work, and is willing to perform such services subject to the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their respective duties, payment terms, confidentiality obligations, and other terms governing the engagement.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below in accordance with the terms of this Agreement. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Total Contract Price: $

All invoices shall be submitted in writing and shall become due and payable within days of receipt.

Late Payment: Any undisputed amount not paid within the period stated above shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Service Provider may suspend performance if payment is more than days overdue following notice.

Expenses: Client shall reimburse Service Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with performance, provided that Service Provider furnishes receipts or other supporting documentation.

Term and Termination

Term Commencement Date:

Term Expiration Date or Completion Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party provided at least days in advance. Either party may terminate this Agreement immediately for material breach by the other party if the breach remains uncured for a period of 15 days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by inspection, 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.

Obligation: The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) disclose Confidential Information only to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Required Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prior written notice to the Disclosing Party (to the extent legally permitted) and shall cooperate reasonably with any efforts by the Disclosing Party to seek protective measures.

Governing Law

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

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address of the receiving party set forth below or to such other address as either party may designate by notice to the other.

Miscellaneous Provisions

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 to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Severability: If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that, to the extent possible, achieves the original intent.

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