Business Document Updated Forms

BUSINESS DOCUMENT UPDATED FORMS — GENERAL BUSINESS AGREEMENT

Parties

This General Business Agreement (the Agreement) is entered into effective as of by and between the parties named above. The parties agree as follows.

Recitals

WHEREAS, Party A is engaged in the business of providing professional services and has the capability and capacity to perform the services described below; and

WHEREAS, Party B desires to retain Party A to perform such services on the terms and conditions set forth in this Agreement and Party A desires to perform such services for Party B; and

WHEREAS, the parties acknowledge that this Agreement may incorporate updated forms and attachments executed contemporaneously with this Agreement, and that those updated forms shall be governed by the terms herein.

Scope of Work

Payment Terms

Compensation: Party B shall pay Party A a total fee of USD for the services described in the Scope of Work, subject to the schedule below.

Late Payment: Any sum not paid within days after the due date shall incur a late fee of % per month on the outstanding balance, calculated daily and compounded monthly until paid in full. Party B shall also reimburse Party A for reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: This Agreement commences on and shall continue in effect until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party. Upon termination, Party B shall pay Party A for services performed through the effective date of termination and for non-cancellable obligations incurred by Party A in connection with the performance of the services.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within following receipt of written notice specifying the breach.

Confidentiality

Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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. Confidential Information includes business plans, financial data, technical information, customer lists, pricing, and the contents of updated forms and attachments furnished pursuant to this Agreement.

Nondisclosure Obligations: Each recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement.

Exceptions and Duration: The obligations above do not apply to information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was known by the recipient prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the discloser's Confidential Information. These confidentiality obligations survive termination of this Agreement for a period of years.

Intellectual Property and Updated Forms

Ownership: Unless otherwise agreed in a written attachment, Party A retains ownership of pre-existing intellectual property and methodologies. Deliverables and updated forms specifically commissioned and paid for under this Agreement shall be the property of , subject to a license back to the other party solely to use such deliverables for the purposes set forth in this Agreement.

Representations and Warranties; Liability

Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Party A represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising under or in connection with this Agreement shall be resolved in the state or federal courts located in that state.

Entire Agreement; Amendments

Entire Agreement: This Agreement, together with any attachments and updated forms 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, representations, and understandings, whether written or oral.

Amendments: No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor by merger or acquisition. Notices: All notices under this Agreement must be in writing and delivered to the addresses listed above or such other address as a party may specify in writing.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver: No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right.

Sign Now