Business EF Forms

BUSINESS EF FORMS

Parties

This General Business Agreement (the Agreement) is entered into as of by and between , an entity organized as with principal address (hereinafter referred to as Client) and , an entity organized as with principal address (hereinafter referred to as Contractor).

WHEREAS

WHEREAS, Client desires to retain Contractor to perform certain services described herein and Contractor is willing to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, Contractor represents that it possesses the expertise, personnel, and resources necessary to perform the services and that such services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

WHEREAS, the parties desire to set forth the terms of their agreement with respect to the scope, payment, confidentiality, and other matters as set forth below.

Scope of Work

Payment Terms

Client shall pay Contractor the total fixed fee of (the Fee), payable in accordance with the schedule below. All amounts are in United States dollars unless otherwise specified.

Contractor will submit invoices to Client and Client shall remit payment within days of receipt of an undisputed invoice. Invoices shall reference the applicable deliverable or milestone.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Contractor for reasonable collection costs and attorneys' fees incurred in collecting delinquent amounts.

Wire transfer ACH Check Credit Card Other

Term and Termination

The term of this Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party at least days' prior written notice. Upon termination for convenience, Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments reasonably incurred by Contractor.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic, or otherwise, 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. Confidential Information excludes information that: (a) is or becomes generally known to the public through no breach of this Agreement by the receiving party; (b) was known to the receiving party prior to receipt from the disclosing party as evidenced by written records; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for the purposes of performing its obligations under this Agreement, (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets.

Representations; Indemnification; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents that the services will be performed in a professional and workmanlike manner and in accordance with applicable laws. Client represents that it has the right to engage Contractor and to provide any materials and information necessary for performance.

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. Except for indemnification obligations and breaches of confidentiality, in no event shall either party be liable for indirect, incidental, consequential, or punitive damages. The aggregate liability of either party for all claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties shall first attempt in good faith to resolve any dispute through negotiation between senior representatives. If unresolved within thirty (30) days, the dispute shall be resolved by binding arbitration in accordance with the rules of a neutral arbitration forum, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Entire Agreement; Amendments

This Agreement, including all schedules and exhibits attached hereto, 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. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Neither party may assign 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 all or substantially all of its business without such consent. If any provision hereof is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right.

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