Business Document Welty

Business Document Welty

Parties and Recitals

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

WHEREAS, Client Name: requires certain business services and deliverables; and

WHEREAS, Contractor Name: has represented that Contractor has the expertise, personnel, and resources to perform the services described herein; and

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

Scope of Work

The Contractor shall perform the services described above in a professional and workmanlike manner consistent with industry standards and shall provide all labor, materials, equipment, supervision, and management required to complete the specified deliverables. Any change to the Scope of Work must be set forth in a written change order signed by authorized representatives of both parties.

Payment Terms

Payments shall be made in United States dollars. Unless otherwise agreed in writing, Client shall pay Contractor in accordance with the Payment Schedule. Unless otherwise provided, invoices are due and payable within days of receipt. Client shall be responsible for any applicable sales, use, gross receipts, or other taxes arising from the Services, excluding taxes based on Contractor's net income.

Any late payment shall accrue interest at the lesser of the rate provided above or the maximum rate permitted by applicable law, calculated monthly from the date due until paid. Client shall also reimburse Contractor for reasonable costs of collection, including attorneys' fees and court costs, if collection becomes necessary.

Term and Termination

Term: This Agreement shall commence on and shall continue in effect 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 by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice describing the breach in reasonable detail. Termination shall not relieve Client of the obligation to pay Contractor for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means nonpublic business, technical, financial, or other information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, or by inspection.

Obligations: The Receiving Party shall (a) maintain 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 employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The Receiving Party shall exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party, (ii) was known by the Receiving Party prior to disclosure by the Disclosing Party, (iii) is rightfully received from a third party without restriction and without breach of a confidentiality obligation, or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Duration: The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years; however, trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations; Remedies

Each party represents and warrants that it has full corporate power and authority to enter into and perform its obligations under this Agreement. Except for the express warranties stated herein, the Services are provided "AS IS" and neither party makes any other warranty, express or implied. The parties agree that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and that the non-breaching party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

Governing Law and 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 principles. The parties shall attempt in good faith to resolve disputes through negotiation. If the parties are unable to resolve a dispute within forty-five (45) days, either party may pursue any available legal or equitable remedies in the appropriate state or federal court located in the governing state.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith a substitute provision to effect the original intent.

Entire Agreement

This Agreement, including any exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether written or oral.

Notices and Contact Information

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