Business Document Schwartz

BUSINESS DOCUMENT SCHWARTZ

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

RECITALS

WHEREAS, Client desires to engage Provider to perform certain business services described herein and Provider is willing to perform such services pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, Provider represents that it has the necessary expertise, personnel, and resources to perform the services in a professional and timely manner and will comply with applicable laws and industry standards.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the work described above (the "Services") in accordance with the schedule, milestones, and deliverables agreed by the parties. Provider shall provide personnel reasonably qualified to perform the Services and shall be solely responsible for all employment-related obligations for such personnel.

2. PAYMENT TERMS

All invoices are due and payable within days of invoice date unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by law. Client shall also be responsible for collection costs, including reasonable attorneys' fees, for overdue balances.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party given no less than the notice period stated above. In addition, either party may terminate for material breach if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach. Upon termination, Provider shall deliver to Client all work in progress and Client shall pay Provider for Services performed through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic or other 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. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was in the receiving party's possession prior to disclosure by the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The confidentiality obligations shall survive for a period of years from the date of disclosure.

Nothing in this Agreement shall prevent either party from seeking injunctive or other equitable relief to prevent unauthorized use or disclosure of Confidential Information.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

6. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or a breach of confidentiality, in no event will either party be liable to the other for any consequential, incidental, special or punitive damages, whether in contract, tort or otherwise. The aggregate liability of each party for claims under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

7. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Provider is solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of an employer or independent contractor.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

9. 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 and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

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

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