Business Document Tundra

Business Document Tundra

This General Business Agreement (the "Agreement") is entered into on Effective Date: by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain professional services and Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for Provider to perform the Scope of Work described below in accordance with industry standards, and for Client to compensate Provider according to the Payment Terms set forth in this Agreement.

WHEREAS, the parties desire to set forth their entire agreement in writing and to supersede all prior understandings, whether written or oral, concerning the subject matter hereof.

Scope of Work

Provider shall perform the services and deliverables described below. Services shall be performed in a professional and workmanlike manner consistent with prevailing industry standards.

Payment Terms

Compensation: Client shall pay Provider the fees and reimbursements (collectively, the "Fees") set forth below. Provider shall invoice Client in accordance with the agreed schedule. Unless otherwise stated, all amounts are payable in United States dollars.

Payment shall be made according to the following schedule:

If any undisputed amount owed by Client to Provider is not paid within days of the invoice date, such unpaid amount shall bear interest at a rate of , or the maximum rate permitted by applicable law, whichever is lower.

Taxes and Expenses: Client is responsible for all taxes (other than Provider's income tax) and agreed reasonable out-of-pocket expenses incurred by Provider in performing the Services, provided such expenses are pre-approved by Client where required by the parties' written directions.

Term and Termination

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to the intended termination date. In the event of termination for convenience, Client shall pay Provider for all Services performed and reasonable non-cancellable commitments incurred through the effective date of termination.

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. Termination shall be without prejudice to any remedies available under law or equity.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, technical data, pricing, and customer information.

Obligations: Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (c) protect Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public other than through a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed without use of or reference to Confidential Information; or (iv) is rightfully obtained from a third party without restriction on disclosure.

Return/Destruction: Upon termination or written request, the receiving party shall return or destroy the disclosing party's Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law, regulatory requirement, or for reasonable archival backup.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of , provided that trade secrets and information that qualifies for protection beyond that period shall remain protected for as long as permitted by applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts located in that State for any action arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Representations and Warranties; Miscellaneous

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Except as expressly provided in this Agreement, neither party makes any other representation or warranty, express or implied.

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