Business Document Vasquez

BUSINESS DOCUMENT VASQUEZ

THIS GENERAL BUSINESS AGREEMENT (the Agreement) is made and entered into as of (Effective Date) by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client Name is engaged in the business of providing goods and services and desires to retain Contractor Name to perform certain professional services as described herein; and

WHEREAS, Contractor Name represents that it has the necessary qualifications, experience, and ability to perform the services described in this Agreement on the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions under which such services will be performed and compensation will be paid.

1. SCOPE OF WORK

Contractor Name shall perform the services described in this Section (the Services). The Services shall include, at a minimum, the tasks, deliverables, milestones, and acceptance criteria set forth below. Contractor shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

In consideration for the performance of the Services, Client Name shall pay Contractor Name the fees and expenses set forth in this Section. All amounts are exclusive of applicable taxes unless otherwise stated.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or business information disclosed by one party to the other in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, trade secrets, technical data, product designs, and customer lists.

The receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted by this Agreement; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) take all reasonable measures to protect Confidential Information from unauthorized disclosure, which measures shall be no less than those used to protect its own confidential information of similar importance.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction on disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and, where permitted, cooperates to seek protective treatment.

5. INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or resulting from (i) Indemnitor's breach of this Agreement, (ii) Indemnitor's negligence or willful misconduct, or (iii) any third-party claim relating to Indemnitor's performance of the Services.

6. GOVERNING LAW

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

7. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, 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. Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices are effective upon receipt.

9. MISCELLANEOUS

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right under this Agreement shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Electronic signatures shall be deemed originals for all purposes.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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