Business Document Unexecuted

Business Document Unexecuted

Parties

This General Business Agreement (the Agreement) is made effective as of , by and between:

Recitals

WHEREAS, Party A is engaged in the business described as and seeks services or goods as set forth in this Agreement;

WHEREAS, Party B represents that it has the experience, personnel and resources necessary to perform the services described in this Agreement in a professional manner;

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

Scope of Work

Party B shall perform the services and deliverables described below. Specific tasks, deliverables, milestones and performance standards shall be set forth in the space provided. Any material change to the Scope of Work must be agreed in writing by both parties.

Payment Terms

In consideration of the services performed by Party B, Party A shall pay Party B in accordance with the following terms.

All payments are due in U.S. dollars. Party A shall pay undisputed amounts in accordance with the invoice schedule. If any amount is not paid when due, Party B may suspend performance after providing written notice and a ten (10) day opportunity to cure, and shall be entitled to recover all reasonable costs of collection, including attorneys’ fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days’ prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

“Confidential Information” means any non-public information disclosed by one party (Discloser) to the other (Recipient) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees or agents who need access to perform this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination of this Agreement for years. Recipient’s obligations do not apply to information that: (i) is or becomes public through no breach by Recipient; (ii) was rightfully known by Recipient before disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without reference to Discloser’s Confidential Information. Upon request, Recipient shall return or destroy Confidential Information and certify such return or destruction.

Independent Contractor; Liability; Indemnity

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Each party shall be responsible for its own acts and omissions and for its employees. Neither party shall be liable to the other for incidental, consequential or punitive damages except where such damages arise from gross negligence or willful misconduct.

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its negligent acts, willful misconduct, or material breach of this Agreement, provided that the indemnified party gives prompt written notice and cooperates in the defense.

Notices

All notices required or permitted under this Agreement shall be given in writing to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law rules. The parties agree to engage in good faith negotiations to resolve disputes. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue any available legal or equitable remedies in the state or federal courts located in the selected state.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments 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, representations and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. A party’s failure to enforce any right or remedy shall not constitute a waiver of that right or remedy.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or scanned signatures shall be deemed original signatures for all purposes.

Sign Now