Business Document Zolinski

Business Document Zolinski

This General Business Agreement (the "Agreement") is made and entered into as of Effective Date: by and between the parties set forth below.

Parties

WHEREAS, Client Name engages in lawful business activities and requires certain professional services; and

WHEREAS, Service Provider Name has the experience, personnel and facilities to perform such services and agrees to provide services pursuant to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Scope of Work

Service Provider shall perform the work, deliverables and services as described below. Service Provider shall furnish all labor, materials, equipment and supervision necessary to complete the work in a professional manner consistent with industry standards.

Payment Terms

As full compensation for the services rendered under this Agreement, Client shall pay Service Provider the amounts and according to the schedule set forth in this section. All payments are due in U.S. dollars unless otherwise agreed in writing.

Any undisputed invoice not paid within days of the invoice date shall accrue a late fee equal to the lesser of (i) percent per month on the unpaid balance, or (ii) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with written notice no fewer than days prior to the intended termination date. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means any non‑public information disclosed by one party to the other in connection with this Agreement, whether written, oral or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall (i) keep confidential the Confidential Information of the disclosing party; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) limit disclosure to employees, contractors or advisors with a need to know and subject to confidentiality obligations no less restrictive than those contained herein.

Confidential Information shall not include information that (a) is or becomes generally available to the public other than by reason of a disclosure by the receiving party in breach of this Agreement; (b) is already in the lawful possession of the receiving party prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information. Upon termination, the receiving party shall, at the disclosing party's election, return or destroy Confidential Information. Confidentiality obligations survive termination for a period of years, except with respect to trade secrets which shall survive for so long as permitted by law.

Representations; Independent Contractor; Indemnification

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement. Service Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture or agency relationship between the parties. Service Provider shall indemnify and hold harmless Client from all claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising from Service Provider's breach of this Agreement, negligence or willful misconduct. Client shall indemnify Service Provider for Client's breach, negligence or willful misconduct.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that any dispute arising out of or related to this Agreement shall be resolved by binding arbitration in a mutually agreed location within that state, unless the parties mutually agree otherwise in writing.

Entire Agreement; Modification

This Agreement, including any exhibits and schedules 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. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed to the extent necessary and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

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