Business Document Undefined

DOCUMENT NAME

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client desires to engage Contractor to perform certain services and deliverables as set forth in this Agreement; and

WHEREAS, Contractor represents that it has the expertise, personnel and resources necessary to perform the services described herein and agrees to perform such services in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

Scope of Work

Payment Terms

Client shall pay Contractor the fees and expenses set forth below in consideration for the performance of the Scope of Work. All amounts are in U.S. dollars unless otherwise stated.

Invoices not paid within the agreed invoice terms shall accrue interest at the rate specified in the Late Payment Fee above, and Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Contractor in enforcing payment.

Term and Termination

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

Either party may terminate this Agreement for convenience by giving written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after written notice of such breach.

Upon termination, Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination. Contractor shall deliver to Client any work product completed up to the effective date and, where applicable, a final invoice for services rendered.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in connection with this Agreement, whether disclosed orally, visually, or in writing, 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.

Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to its employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

The obligations of confidentiality will survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law. The parties acknowledge that a breach of this section may cause irreparable harm for which monetary damages may be inadequate and that injunctive relief is an appropriate remedy.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that performance will not violate any other agreement or applicable law. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement in the six (6) months preceding the claim.

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.

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, proposals, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices shall be sent to the addresses above and shall be deemed given when delivered in person, three (3) business days after deposit in the U.S. mail by certified mail, or upon confirmed delivery by a nationally recognized courier service.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will 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 a successor in interest in connection with a merger or sale of substantially all assets.

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