Business Document Test Link

Business Document Test Link

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

WHEREAS

WHEREAS, Client desires to obtain certain services from Service Provider as more fully described in this Agreement; and

WHEREAS, Service Provider possesses the experience, personnel, and qualifications necessary to perform the services described herein and is willing to perform such services subject to the terms and conditions of this Agreement.

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 deliverables described in the scope below. Service Provider shall provide personnel, materials, equipment, and supervision necessary to complete the work in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the services rendered in accordance with the amounts, schedule, and invoicing procedures set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing. Unless expressly stated otherwise, fees exclude applicable taxes, which shall be the responsibility of the party required to pay such taxes under applicable law.

Service Provider shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Disputes to any portion of an invoice must be submitted in writing within days of receipt or will be deemed waived.

Term and Termination

This Agreement shall commence on the Start Date and continue in effect until the End Date, unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice of breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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 includes, without limitation, business plans, technical data, pricing, and client lists.

Each party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the performance of its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted herein or required by law. The receiving party may disclose Confidential Information to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) is known to the receiving party at the time of disclosure free of any obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. Obligations of confidentiality shall survive termination of this Agreement for a period of years, except as required by law to be retained longer.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to rules governing conflicts of law. The parties hereby submit to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as a party may designate by written notice:

Entire Agreement

This Agreement contains the entire understanding of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to such subject matter. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that in the event of a dispute arising under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

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