Business Ebus Template

BUSINESS EBUS TEMPLATE

Parties

This General Business Agreement (the "Agreement") is entered into between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties") as of Effective Date:

Recitals

WHEREAS, Client requires electronic business services and related deliverables described herein from Service Provider; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel and resources to perform the services in a professional manner in accordance with industry standards; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform the services and Client will compensate Service Provider.

Scope of Work

Deliverables: The Service Provider shall deliver the services and any deliverables specified above in a professional and workmanlike manner, consistent with prevailing industry standards. Time is of the essence for any deadlines expressly set forth in the Scope of Work.

Payment Terms

Payment Method: ACH Check Wire Transfer

Late Payment: If any undisputed payment is not received by Service Provider within days after the due date, Client shall pay a late fee equal to the greater of % per month on the overdue amount or a flat late fee of $ .

Term and Termination

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

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing written notice to the other Party no fewer than days prior to the intended termination date.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and, if the breach is curable, fails to cure the breach within 30 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") 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, including business plans, customer data, trade secrets, and technical information.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of the Receiving Party; (ii) was rightfully possessed by the Receiving Party without restriction prior to receipt from the Disclosing Party; or (iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

Duration: The confidentiality obligations in this Section shall continue for a period of years following termination or expiration of this Agreement.

Representations; Relationship of the Parties

Each Party represents that it has full power and authority to enter into this Agreement. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties.

Indemnification and Limitation of Liability

Indemnification: Each Party will indemnify, defend and hold harmless the other Party from and against third-party claims arising from its gross negligence or willful misconduct in performing its obligations under this Agreement.

Limitation of Liability: Except for liability arising from a Party’s gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable for consequential, incidental, special, or punitive damages, and aggregate liability shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

Dispute Resolution: The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation does not resolve the dispute within 30 days, the Parties agree to binding arbitration conducted in the county of the Governing Law state unless otherwise mutually agreed in writing.

Entire Agreement; Amendment

Entire Agreement: This Agreement, including all exhibits and attachments, 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.

Amendment: No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

Miscellaneous

Assignment: Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets provided that the successor assumes the assigning Party’s obligations.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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