Business ESR Template

Business ESR Template — General Business Agreement

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: , with its principal address at , and Client Name: , with its principal address at (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Service Provider represents that it possesses the experience, personnel, and capabilities necessary to perform the services described below in a competent and professional manner; and

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend for this Agreement to set forth the full and complete understanding between them with respect to the services, payment, confidentiality and other obligations described herein.

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. All deliverables shall conform to industry standards and the specifications agreed by the Parties.

PAYMENT TERMS

In the event Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the rate of of the unpaid balance per month, calculated daily from the date due until paid in full. Payment of late fees is without prejudice to other remedies.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least prior to the effective date of termination.

Either Party may terminate this Agreement immediately for cause if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve the breaching Party of liability for breaches occurring prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one Party ("Discloser") to the other Party ("Recipient"), whether disclosed orally or in writing, 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, financial information, technical data, software, customer lists and identity of customers.

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

The foregoing obligations shall not apply to information that (i) is or becomes publicly available through no fault of Recipient; (ii) is rightfully received from a third party without obligation of confidentiality; (iii) was known to Recipient prior to disclosure as evidenced by written records; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law or valid order of a court or governmental body, provided Recipient provides Discloser prompt written notice of such requirement and cooperates reasonably with Discloser to seek protective measures.

The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of from the date of disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the courts located within that jurisdiction for the resolution of any disputes arising out of this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

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

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that most nearly effects the Parties' intent. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all of its assets or corporate reorganization.

NOTICES

All notices, requests and other communications required or permitted under this Agreement must be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by written notice to the other Party.

REPRESENTATIONS AND WARRANTIES

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

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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