Business Document Test Tags

Business Document Test Tags

This General Business Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between:

Client Name:     Client Address:

Service Provider Name:     Provider Address:

WHEREAS

WHEREAS, Client desires to obtain certain services relating to the project described as: (the "Project"); and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and agrees to provide such services subject to the terms and conditions herein.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that specific tasks, milestones, and acceptance criteria shall be as set forth in this section and any applicable attachments.

PAYMENT TERMS

Compensation for the services shall be as follows. Unless otherwise stated, fees are exclusive of taxes and expenses, which shall be borne as provided in this Agreement.

Fixed Fee    Hourly Rate    Hourly Rate (if applicable):

Payments are due within days of invoice receipt. Invoices shall itemize work performed and be delivered to the billing contact designated by Client.

Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the highest rate permitted by law, if lower). Service Provider may suspend services if invoices remain unpaid for more than days after notice.

TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to termination. In the event of termination for convenience, Client shall pay Service Provider for all services performed and reasonable costs incurred through 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 receiving written notice describing the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public, proprietary information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except as expressly permitted; and (c) use it solely to perform obligations under this Agreement.

Confidentiality obligations shall continue for a period of following termination or expiration, except to the extent disclosure is required by law, provided the receiving party gives prompt notice to the disclosing party and limits the scope of disclosure.

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. The parties agree that exclusive venue for any dispute shall lie in the courts located in that State.

MISCELLANEOUS

Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Indemnification. Each party shall defend and indemnify the other against claims arising from its gross negligence or willful misconduct in performing its obligations under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written attachments or schedules 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, and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

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