Business Document SMC

BUSINESS DOCUMENT SMC

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

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services and deliverables described herein; and

WHEREAS, Service Provider represents that it has the experience, qualifications and capacity to perform the services in a professional manner consistent with industry standards;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services and deliver the work product described below. The parties intend that the description be sufficiently detailed to establish measurable performance obligations and deliverables.

PAYMENT TERMS

In consideration of the services rendered by Service Provider, Client shall pay fees in accordance with the following terms.

All amounts due under this Agreement are payable in United States dollars and are exclusive of any taxes unless otherwise stated. Service Provider shall invoice Client in accordance with the payment schedule and Client shall pay invoices within the time period specified in the payment schedule.

TERM AND TERMINATION

This Agreement shall commence on and shall expire on , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above after receipt of written notice identifying the breach. Termination shall be without prejudice to any rights or obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other, whether in writing, orally or by inspection, 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 excludes information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party agrees to (i) maintain Confidential Information in strict confidence; (ii) disclose Confidential Information only to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (iii) not use Confidential Information for any purpose other than performance of this Agreement. Upon termination or at the disclosing party's request, the receiving party shall return or destroy Confidential Information and certify in writing that it has done so to the extent practicable.

WARRANTIES AND DISCLAIMERS

Service Provider warrants that it will perform the services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, the aggregate liability of each party arising out of or in connection with this Agreement shall be limited to the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

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 law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations under this Agreement.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that each has had the opportunity to review and negotiate the terms hereof and that any ambiguities shall not be construed against either party as drafter. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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