Business Document TD

Business Document TD

This General Business Agreement (the Agreement) is made and entered into effective as of (Effective Date) by and between , a with principal place of business at (hereinafter "Party One"), and , a with principal place of business at (hereinafter "Party Two"). Party One and Party Two are sometimes referred to individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Party One is engaged in the business of providing certain goods and/or services and has skills, personnel and resources necessary to perform the services described below; and

WHEREAS, Party Two desires to retain Party One to perform such goods and/or services under the terms and conditions set forth in this Agreement, and Party One agrees to provide the services on the terms set forth herein.

WHEREAS, the Parties intend that this Agreement document the full and binding obligations of the Parties with respect to the subject matter hereof.

SCOPE OF WORK

PAYMENT TERMS

Compensation: In consideration for the services rendered by Party One, Party Two shall pay Party One the total amount of (Compensation). Compensation shall be paid in accordance with the schedule set forth below.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of from the date due until paid. Additionally, a late fee of may be assessed after days past the invoice due date.

TERM AND TERMINATION

Term: This Agreement shall commence on and continue in full force and effect until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon days' prior written notice to the other Party.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition; Obligations: For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party") that is identified as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

Exclusions; Return of Materials: Confidential Information does not include information that was or becomes public through no fault of the Receiving Party, was rightfully received from a third party without restriction, or was independently developed. Upon termination or written request, Receiving Party shall promptly return or destroy Confidential Information and certify such destruction when requested.

Duration: The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of years, except as otherwise required by law or as to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's negligent acts, willful misconduct or material breach of this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from a Party's willful misconduct or gross negligence, or a Party's breach of confidentiality or indemnification obligations, neither Party shall be liable for consequential, incidental, special or punitive damages, and aggregate liability under this Agreement shall not exceed the total compensation actually paid or payable under this Agreement during the twelve (12) month period preceding the claim.

NOTICES

All notices, requests or other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at their respective addresses set forth below or at such other address as a Party designates by written notice.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Dispute Resolution: The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the Parties cannot resolve the dispute within thirty (30) days after written notice, the dispute shall be submitted to binding arbitration conducted by a single arbitrator in accordance with commercially reasonable arbitration procedures; the arbitrator's decision shall be final and binding.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement (including all exhibits and attachments referenced herein) 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.

Amendment: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets.

Relationship of Parties: The Parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the Parties.

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