Business Document TSF

Business Document TSF

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

WHEREAS

WHEREAS, Client requires certain services and deliverables as described herein and Provider represents that it has the experience, qualifications and resources to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services for Client;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Payment Terms

Client shall pay Provider a total fee of USD for the services described in the Scope of Work. Payment shall be made in accordance with the following schedule:

Unless otherwise stated in the payment schedule, invoices are due within days of invoice receipt. Late payments shall incur a late fee of or the maximum permitted by law, whichever is less. Payment method: .

Term and Termination

This Agreement commences on and will 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 for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is marked confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, (c) independently developed by the receiving party without use of Confidential Information, or (d) required to be disclosed by law or legal process subject to any protective order or equivalent.

Receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise reasonable care to protect Confidential Information. Remedies at law may be inadequate for breach; the parties agree that injunctive relief and other equitable relief shall be available in the event of an actual or threatened breach.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement. Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. Provider shall indemnify, hold harmless and defend Client from and against any third-party claims arising from Provider's willful misconduct, gross negligence or breach of applicable law in performing the services.

Governing Law

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. Exclusive venue for any disputes arising under this Agreement shall be the state or federal courts located within that State.

Entire Agreement

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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