Business Document Sign and Send

BUSINESS DOCUMENT SIGN AND SEND

This General Business Agreement ("Agreement") is entered into as of / / (Effective Date), by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to retain the Provider to perform certain professional services and Provider has represented that it is qualified to perform such services under the terms set forth herein; and

WHEREAS, the parties wish to set forth the terms and conditions governing the relationship, scope of services, payment, confidentiality, and other obligations between them;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services described below in a professional and timely manner in accordance with industry standards:

2. PAYMENT TERMS

As full compensation for the services rendered under this Agreement, Client shall pay Provider in accordance with the following terms:

If any undisputed amount due hereunder is not paid within days after the due date, Client shall pay interest on the overdue amount at the lesser of % per month or the maximum rate permitted by law.

3. TERM AND TERMINATION

This Agreement shall commence on / / and shall continue until / / unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause upon material breach by the other party that is not cured within 15 days after written notice of such breach.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other party, whether written, oral or electronic, that is designated as confidential or that by its nature reasonably should be treated as confidential.

Each party agrees: (a) to hold Confidential Information in strict confidence and to use it only for performance under this Agreement; (b) not to disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) to take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) is already known by the receiving party without restriction at the time of disclosure as demonstrated by written records; (iii) is lawfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of Confidential Information.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement, and that the execution and performance of this Agreement will not violate any other agreement or obligation by which it is bound.

6. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, partner, or agent of Client for any purpose. Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of any sort.

7. 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.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. 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 either party may designate by notice in accordance with this section. Notices shall be deemed given upon personal delivery, three days after deposit in the mail with first-class postage prepaid, or the following business day if sent by overnight courier.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right. The parties agree to execute such further documents and take such actions as may be reasonably necessary to carry out the provisions of this Agreement.

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