Business Documentation Template

BUSINESS DOCUMENTATION TEMPLATE

Parties and Effective Date

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

Recitals

WHEREAS, Client is engaged in the business of conducting commercial operations and desires to retain Contractor to perform certain services described herein; and

WHEREAS, Contractor represents that it has the experience, personnel, and resources necessary to perform the services in a professional manner in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Payment Terms

All payments are due in U.S. dollars unless otherwise agreed in writing. Client shall be responsible for any sales, use, or similar taxes arising from payment under this Agreement, except for taxes based on Contractor's net income.

Term and Termination

Term: The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Agreement.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other, whether disclosed orally, visually, or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, technical data, and trade secrets.

Each party agrees (a) to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care that it uses to protect its own confidential information but not less than reasonable care; (b) not to use Confidential Information other than to perform obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to its affiliates, employees, contractors, or advisers who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below without regard to its conflicts of law principles. The parties agree to attempt good faith negotiation of any dispute arising out of or relating to this Agreement prior to commencing litigation.

Representations; Warranties; Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, claims, damages, and expenses arising out of the indemnifying party's breach of this Agreement or its negligent or willful misconduct.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier.

Miscellaneous Provisions

Entire Agreement: This Agreement, including all exhibits and 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, and communications, whether written or oral.

Amendments: No amendment or modification to this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets to which this Agreement relates.

Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' intent.

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