Business Document Various

DOCUMENT NAME

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

RECITALS

WHEREAS, Client desires to obtain certain services from Service Provider as described in this Agreement; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel and resources to perform the services set forth herein and is willing to provide such services to Client under the terms and conditions of this Agreement; and

WHEREAS, the parties intend that the scope, payment, confidentiality, term and governing law provisions be reduced to writing and enforced in accordance with this Agreement.

SCOPE OF WORK

Service Provider shall perform the tasks, deliverables and associated services described below. Service Provider shall provide personnel and materials necessary to complete the work in a professional and timely manner, consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the services described in this Agreement in accordance with the amounts and schedule below. All payments are due when invoiced unless otherwise specified. Service Provider shall submit invoices in writing and Client shall pay undisputed amounts within the time specified below.

All amounts payable under this Agreement are exclusive of taxes. Client is responsible for sales, use or other taxes required by law to be paid in connection with payments to Service Provider, unless Client provides a valid exemption certificate. Service Provider shall promptly notify Client of any disputed invoice; the parties shall cooperate in good faith to resolve such dispute.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues through the End Date, unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally or in writing. The receiving party shall: (a) hold Confidential Information in 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 for performance of this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that was rightfully known to the receiving party without restriction prior to disclosure, becomes publicly known other than by breach of this Agreement, or is rightfully received from a third party without breach of any obligation of confidentiality.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising from the indemnifying party’s gross negligence or willful misconduct in performing its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties below, without regard to its conflicts of law principles. The parties shall first attempt to resolve disputes in good faith and, if unresolved within a reasonable period, may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or 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. This Agreement may be amended only by a written instrument signed by both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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 signatures and transmission of executed counterparts by electronic means shall be permitted and have the same force and effect as original signatures.

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