Business East Template

BUSINESS EAST TEMPLATE

This General Business Agreement (the Agreement) is entered into effective as of by and between:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing professional services and has expertise in the areas described in the Scope of Work below; and

WHEREAS, Party B desires to retain Party A to perform such services under the terms and conditions set forth herein; and

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

1. Scope of Work

Party A shall perform the services and deliverables described below. The description constitutes the full scope unless otherwise amended in writing and signed by both parties.

2. Payment Terms

Compensation for the services described in Section 1 shall be as follows:

Payment Schedule: Party B shall pay Party A as follows — an initial deposit of due on or before ; the remaining balance of to be invoiced .

Invoices shall be delivered to Party B at the address provided above unless otherwise directed in writing. Payment not received within the stated invoice terms shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by law, plus reasonable collection costs and attorneys' fees.

3. Term and Termination

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

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. Confidentiality

Each party (Recipient) acknowledges that during performance it may receive or have access to Confidential Information of the other party (Discloser). Confidential Information means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Recipient shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (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 with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

5. Representations and Warranties; Indemnification

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Party A warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, or expenses arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable limits of liability.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

7. Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

8. Miscellaneous

Assignment: 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 merger or sale of substantially all of its assets upon notice to the other.

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 either party may designate by written notice to the other.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the parties' original intent.

Signatures

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