Business Document PDF

GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

1. WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider represents that it has the experience, personnel and resources to perform such services in a professional manner.

2. WHEREAS, Service Provider agrees to provide the services to Client pursuant to the terms and conditions set forth in this Agreement, and Client agrees to pay for such services in accordance with the Payment Terms contained herein.

3. WHEREAS, the parties intend that this Agreement shall set out the entire understanding between the parties regarding the services and related obligations.

SCOPE OF WORK

Service Provider shall perform the professional services and deliverables described below. Service Provider will perform the services in a timely, competent and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the services performed under this Agreement in accordance with the following terms. All amounts are payable in U.S. Dollars unless otherwise agreed in writing.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for cause may occur immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client any work product completed up to the date of termination and Client shall pay for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, 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 includes, without limitation, business plans, customer lists, pricing information, technical data and trade secrets.

The receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted by this Agreement; (b) use Confidential Information solely for the performance of its obligations under this Agreement; and (c) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information shall not include information that: (i) is or becomes publicly available without breach of this Agreement by the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information. The obligations in this section survive termination of the Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or 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, proposals, negotiations, representations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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