Business Dust Template

BUSINESS DUST TEMPLATE

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses the expertise and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform the work set forth in this Agreement on the terms and conditions stated herein, and Service Provider is willing to perform such work for Client;

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

Scope of Work

Payment Terms

Total Compensation: $ . Payment shall be made in accordance with the schedule below.

Acceptable payment methods: . Invoices will be submitted by Service Provider and become due per the payment schedule.

Any amount not paid by the due date shall accrue interest at the rate of per month, compounded monthly, or the maximum rate permitted by law, whichever is lower. In addition, Client shall pay a late fee of $ for each invoice past due by more than days to defray collection costs.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses reasonably incurred through the effective date of termination. Sections concerning Confidentiality, Indemnity, Limitation of Liability, Governing Law, and Entire Agreement shall survive termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure as demonstrated by written records; (c) is lawfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need the information to perform this Agreement and who are bound by confidentiality obligations no less restrictive than those herein. Required disclosures by law or court order are permitted only after providing prompt written notice to the disclosing party to permit a protective order or other remedy.

Governing Law

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

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Independent Contractor. Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, unless otherwise agreed in writing.

Limitation of Liability. Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

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