Business Document R165137

Business Document R165137

This General Business Agreement (the "Agreement") is entered into as of by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

Recitals

WHEREAS, Client engages Service Provider to perform the services described in this Agreement and Service Provider has represented that it has the experience, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services and Client will compensate Service Provider; and

WHEREAS, the parties intend for this Agreement to constitute a binding legally enforceable contract and to allocate responsibilities, payment and risk between them.

Scope of Work

Service Provider shall perform the services, deliverables, and related tasks as described below. Service Provider shall use qualified personnel and shall perform services in accordance with industry standards and the schedule set forth herein.

Payment Terms

Client shall pay Service Provider for the services performed in accordance with the schedule and amounts set forth below. All amounts are stated in U.S. dollars unless otherwise specified.

Late payments shall accrue interest at the lesser of (a) the rate of % per month, compounded monthly, or (b) the maximum rate permitted by applicable law. In addition to interest, Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice of the breach.

Upon termination, Service Provider shall deliver all completed and in-progress work for which Client has paid; Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, subject to set-off for any breach.

Confidentiality

Each party (the "Receiving Party") acknowledges that during the term of this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). Confidential Information means non-public business, technical, financial, and other information identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall (i) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (ii) not disclose Confidential Information except to employees, contractors or agents who need access to perform obligations hereunder and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information shall not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was lawfully in the Receiving Party's possession prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information if required by law or court order but shall, to the extent permitted, provide prompt written notice to the Disclosing Party and cooperate in seeking a protective order or other remedy.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the parties are unable to resolve the dispute within 30 days, either party may seek remedy in the state or federal courts located in the state specified above.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES.

Entire Agreement; Amendments

This Agreement, including all schedules and 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 and communications, whether oral or written. Any amendment or modification of this Agreement must be 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 addresses set forth below or to such other address as a party may designate in writing in accordance with this section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified or registered.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, employment relationship or agency relationship.

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