Business Excellence Inc Document

BUSINESS EXCELLENCE INC DOCUMENT

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

Company Name:

Client Name:

RECITALS

WHEREAS, Company specializes in providing professional business consulting, management advisory, process improvement and related services and possesses the expertise, personnel, and resources necessary to perform the services described herein;

WHEREAS, Client desires to engage Company to perform certain services for Client on the terms and conditions set forth in this Agreement, and Company is willing to provide such services;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

SCOPE OF WORK

Company shall perform the services and deliverables described in the Scope of Work below. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Company for the services performed under this Agreement in accordance with the terms set forth below. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be due and payable within days of invoice date. Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if lower). Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Company in enforcing payment.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay for all services performed and reasonable expenses incurred through the effective date of termination, and Company shall deliver any completed or in-progress work product to Client, subject to payment of outstanding fees.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by either 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, including but not limited to business plans, financial information, customer lists, pricing, trade secrets, and technical information.

Each party agrees (i) to hold the other party's Confidential Information in strict confidence, (ii) not to disclose such Confidential Information to any third party except as expressly permitted in this Agreement, and (iii) to use the Confidential Information solely for the performance of its obligations under this Agreement. The foregoing shall not apply to information that (a) is or becomes generally available to the public through no fault of the recipient, (b) was rightfully in the recipient's possession prior to receipt from the disclosing party, (c) is rightfully obtained by the recipient from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the recipient without use of or reference to the disclosing party's Confidential Information.

In the event a recipient is required by law or valid legal process to disclose any Confidential Information, the recipient will provide the disclosing party with prompt written notice to allow the disclosing party to seek a protective order or other remedy and will disclose only that portion of the Confidential Information that is legally required.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, including any exhibits and referenced attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless it is in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a sale of substantially all of its business or assets.

Independent Contractor: Company shall perform its services as an independent contractor and not as an employee, agent, or legal representative of Client. Company shall be solely responsible for all taxes, withholdings and other statutory obligations of an employer.

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

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