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BUSINESS DOCUMENT TEMPLATE TEST UPLOAD

Parties and Effective Date

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

WHEREAS, Company requires certain business services and deliverables described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to provide such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of the services and the payment therefor.

Scope of Work

Service Provider shall perform the services and deliverables described below (Scope of Work). Service Provider shall perform the Scope of Work in a professional manner consistent with industry standards and in accordance with any agreed schedule.

Payment Terms

Company shall pay Service Provider the fees for services as set forth below. Payments are due in accordance with the payment schedule and are contingent upon Service Provider's satisfactory performance.

Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate this Agreement immediately for material breach if the breaching party fails to cure within a commercially reasonable period after written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" includes business, technical and financial information disclosed in any form. Receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees and subcontractors who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) return or destroy Confidential Information upon termination or upon request.

Representations; Indemnity; Limitation of Liability

Each party represents that it has authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with prevailing industry standards. Service Provider agrees to indemnify, defend and hold harmless Company from third-party claims arising from Service Provider's gross negligence or willful misconduct. Except for liability resulting from gross negligence, willful misconduct, or indemnity obligations, neither party's aggregate liability shall exceed the total fees paid under this Agreement for the twelve-month period preceding the claim.

Notices and Contacts

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in said state for resolution of disputes arising under this Agreement.

This Agreement, together with any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

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