Business Edit Template

Business Edit Template

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

Client Name:    Client Business Address:

Service Provider Name:    Provider Business Address:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services related to the Client's business operations and marketing as more particularly described herein; and

WHEREAS, Service Provider represents that it has the requisite expertise, personnel, and resources to perform the services and is willing to provide such services to Client pursuant to the terms and conditions of this Agreement.

WHEREAS, the parties desire to set forth in writing the scope, timing, compensation, confidentiality obligations, and other terms governing their relationship.

Scope of Work

Payment Terms

Total Compensation:

Invoicing Interval:    Accepted Payment Method(s):

Late Payment Fee: If any undisputed amount remains unpaid beyond the due date, Client shall pay interest on the overdue amount at a rate of % per month, or the maximum rate permitted by law, whichever is lower. Additionally, Service Provider may suspend performance after providing written notice and a fifteen (15) day opportunity to cure.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligation to pay for services performed through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to employees and contractors with a need to know; and (c) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

Exceptions to Confidentiality include information that is (i) publicly available without breach, (ii) already known to receiving party prior to disclosure as evidenced by written records, (iii) rightfully received from a third party without restriction, or (iv) independently developed without use of confidential information. Confidentiality obligations shall survive termination for .

Representations; Warranties; Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. To the extent permitted by law, each party agrees to indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct.

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 conflict of laws principles.

Dispute Resolution: The parties shall attempt to resolve disputes promptly by good faith negotiations. If negotiations fail, the parties may pursue any available remedy in the courts of the governing state.

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 and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Service Provider shall be solely responsible for employment taxes and other obligations for its employees and subcontractors.

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

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