Business Document Tabs

Business Document Tabs — General Business Agreement

Parties and Effective Date

This General Business Agreement (the "Agreement") is made effective as of Effective Date: by and between Client Name: and Service Provider Name:

WHEREAS

WHEREAS, Client requires certain business organizational deliverables and tabbed documentation management services described herein; and

WHEREAS, Service Provider possesses the expertise and resources necessary to provide the services and deliverables identified in this Agreement and desires to provide such services to Client under the terms and conditions set forth below; and

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

Scope of Work

Deliverables shall include, without limitation, preparation of business document tabs, index sheets, document labeling templates, electronic folder structure, and one round of reasonable revisions as set forth in the scope above. Specific milestones and acceptance criteria will be documented in the scope_of_work and agreed in writing by the parties.

Payment Terms

Invoices will be issued in accordance with the payment_schedule. Unless otherwise agreed in writing, payment is due within days of invoice receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs.

All fees are exclusive of taxes. Client is responsible for any sales, use, value-added or similar transaction taxes levied in connection with the services, excluding taxes on Service Provider's income.

Term and Termination

Term Commencement Date: Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate immediately for cause 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.

Upon termination, Service Provider shall deliver completed work and Client shall pay for services performed and expenses incurred through the effective date of termination in accordance with the payment terms.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business plans, financial data, customer lists, templates, and work product. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law. Upon request, the receiving party shall return or certify destruction of Confidential Information and all copies thereof.

Representations; Warranties; Liability

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, except for liability arising from willful misconduct, gross negligence, or breach of confidentiality. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the amounts paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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. Any dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the state and federal courts located in the chosen governing state, unless the parties mutually agree to mediation or arbitration in writing.

Assignment; Notices; Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

Entire Agreement

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

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by it. The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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