Business Document Signature

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the agreement) is entered into as of Effective Date: by and between:

Party A (Name):   Role/Title:

Party B (Name):   Role/Title:

RECITALS

WHEREAS, Party A is engaged in the business of providing certain goods and/or services and possesses expertise, personnel and facilities necessary to perform the scope of work described below; and

WHEREAS, Party B desires to retain Party A to perform such services under the terms and conditions set forth herein, and Party A is willing to perform those services for Party B pursuant to this Agreement; and

WHEREAS, the parties intend that this Agreement define the parties' rights and obligations with respect to the services, payment, confidentiality and other matters set forth below.

SCOPE OF WORK

Description of Services: The parties agree that Party A shall perform the services described below for Party B. The services shall be performed in a professional manner consistent with industry standards.

PAYMENT TERMS

Compensation: In consideration for the services performed by Party A, Party B shall pay Party A the fees set forth below in accordance with the schedule and conditions described in this section.

Any undisputed amount not paid within days after the due date shall accrue interest at a rate of per month (or the maximum lawful rate, if lower). Late charges are in addition to any other remedies available to the non-breaching party.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement upon providing written notice to the other party at least days prior to the effective termination date. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches a fundamental obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice identifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether in oral, written or electronic form, including business plans, financial information, customer lists, pricing, trade secrets, proprietary processes, technical data and other material designated as confidential.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for performance of this Agreement; and (c) not 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 hereunder.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no breach by the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

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 courts located in that State for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor to substantially all of its business or assets to which this Agreement relates.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.

NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this section) and shall be deemed given upon personal delivery, upon confirmed delivery by courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail.

Sign Now