Business Document zariya

BUSINESS DOCUMENT ZARIYA

This General Business Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: , with principal place of business at:

and Service Provider Name: , with principal place of business at:

Recitals

WHEREAS, the Client desires to retain the Service Provider to perform certain professional services and deliverables as set forth in this Agreement; and

WHEREAS, the Service Provider represents that it has the necessary expertise, personnel, facilities and licensing to perform such services in a professional manner; and

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

Scope of Work

The Service Provider shall provide the services, deliverables, milestones and acceptance criteria described below. All work must be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Compensation: The Client shall pay the Service Provider a total fee of USD for the services described in this Agreement, subject to the payment schedule below.

Invoicing and Payment Terms: Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise stated on the invoice, payment is due within days of receipt of a properly documented invoice. The Client shall pay undisputed portions of any invoice on time. Disputes must be notified in writing within ten (10) days of receipt of invoice.

Late Payment: Any amounts not paid when due shall accrue interest at a rate of percent per month (or the maximum rate permitted by applicable law, if lower), calculated daily and compounded monthly, plus reasonable costs of collection.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing the other party with at least days' prior written notice.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all nonpublic information disclosed by one party to the other, whether oral, written or electronic, 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.

Obligation: Each party agrees to hold Confidential Information in strict confidence, to use it only for performance under this Agreement, and not to disclose it to any third party except to those employees, contractors or advisors with a need to know and who are bound by confidentiality at least as protective as this Agreement. The obligations set forth herein do not apply to information that is (a) generally available to the public through no fault of the receiving party, (b) known to the receiving party at the time of disclosure, or (c) rightfully obtained by the receiving party from a third party without restriction.

Remedies: The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages may be inadequate, and the non-breaching party shall be entitled to seek injunctive or equitable relief in addition to any other remedies at law or in equity.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising from this Agreement.

Miscellaneous Provisions

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship between the parties. Service Provider is responsible for all taxes and withholdings on amounts paid hereunder.

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 this Agreement in its entirety to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

Entire Agreement

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. This Agreement may be amended only by a written instrument executed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

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