Business Document P8-H3

BUSINESS DOCUMENT P8-H3 — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client Name: seeks to engage Contractor to perform services described herein; and

WHEREAS, Contractor Name: represents that it has the experience, personnel and resources to perform the required services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform services for Client.

SCOPE OF WORK

Contractor shall perform the services described above in accordance with the schedule and milestones agreed in writing by the parties. Contractor shall use commercially reasonable efforts to meet deadlines and shall assign qualified personnel to perform the services.

PAYMENT TERMS

Invoices shall be sent to the party's designated billing address and are payable within days of receipt unless otherwise agreed in writing. Payments shall be made in U.S. dollars unless otherwise agreed.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date.

Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed.

CONFIDENTIALITY

The parties acknowledge that in connection with this Agreement each may receive Confidential Information. "Confidential Information" means non-public information disclosed in any form 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. Each receiving party shall:

• use Confidential Information solely to perform its obligations under this Agreement;
• protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;
• not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall continue for a period of years following the termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Mutual confidentiality One-way confidentiality (specify direction in Scope of Work)

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 consent to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or a recognized overnight courier service to the addresses set forth above or such other address as a party may designate by notice in accordance with this section.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign its rights or 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 the assigning party's obligations hereunder.

Sign Now