Business Document Resized Document

Business Document Resized Document

This General Business Agreement (the "Agreement") is made and entered into as of , by and between Client Name: , Address: , and Service Provider Name: , Address: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider represents that it has the qualifications, experience and ability to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties intend that the services, payment terms, confidentiality provisions and other obligations be governed by the mutual covenants contained in this Agreement.

WHEREAS, the parties acknowledge that this Agreement constitutes a negotiated, binding contract and is intended to be enforceable in accordance with its terms.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional manner consistent with industry standards and in accordance with any schedule set forth herein. Any material changes to the scope shall be documented in a written amendment signed by both parties.

PAYMENT TERMS

Invoices shall be submitted by Service Provider in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. All payments shall be made in United States dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of (i) % per month compounded monthly, or (ii) the maximum lawful rate. In addition, Client shall pay a late fee of for administrative costs on any invoice remaining unpaid more than days after the due date.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on , .

Term Expiration: Unless earlier terminated in accordance with this Agreement, the Agreement shall expire on , .

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Termination shall not relieve Client of the obligation to pay for services performed and accepted 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 thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party 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.

Obligations: Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as permitted in this Agreement, and (iii) use Confidential Information solely to perform its obligations under this Agreement. The receiving party shall take reasonable measures to protect Confidential Information no less than those employed to protect its own confidential information of similar importance.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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