Business Document Spotswood

BUSINESS DOCUMENT SPOTSWOOD

This General Business Agreement (Agreement) is made and entered into as of Effective Date: by and between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain business services described in this Agreement, and Contractor has represented that it has the experience, qualifications, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform the services and Client will compensate Contractor;

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

SCOPE OF WORK

Contractor shall perform the services described below in a timely and workmanlike manner in accordance with the standards of the industry. Any material changes to the scope shall be documented in writing and signed by both parties.

PAYMENT TERMS

Client shall pay Contractor in accordance with the following terms. All payments must be made without set-off or withholding except as required by law. Unless otherwise stated, amounts are stated in U.S. dollars.

Contractor shall submit invoices to Client, and Client shall pay invoiced amounts within days of receipt of a proper invoice. Payments not received within such period shall incur a late fee as described below.

Overdue amounts shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law, from the date due until paid in full. Client shall also reimburse Contractor for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination.

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. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred by Contractor through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party shall (i) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that (a) was known to the receiving party prior to disclosure without obligation of confidentiality, (b) becomes publicly known through no wrongful act of the receiving party, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall return or certify destruction of Confidential Information as directed by the disclosing party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , excluding its conflicts of law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

MISCELLANEOUS

Independent Contractor. Contractor is an independent contractor and is not an agent, partner, or employee of Client. Contractor shall be solely responsible for all payroll taxes, insurance, and benefits for its personnel.

Assignment. Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except to a successor in interest in connection with a merger, sale of substantially all assets, or sale of equity, provided the successor assumes all obligations under this Agreement.

Indemnification. Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from its negligence, willful misconduct, or breach of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with all exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

NOTICES

All notices permitted or required under this Agreement shall be in writing and sent to the addresses below (or such other address as a party designates by notice). Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

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