Business Extended Document

Business Extended Document

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

Provider Name:    Provider Address:

Client Name:    Client Address:

Recitals

WHEREAS, Provider is engaged in the business of supplying services and deliverables described herein and possesses the expertise, personnel and resources to perform the services; and

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

WHEREAS, the parties wish to set forth the terms, scope, payment and confidentiality obligations applicable to their business relationship.

Scope of Work

Provider shall perform the services and deliverables (the "Services") described below. The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Provider for the Services as follows. Unless otherwise agreed in writing, fees are non-refundable and payable pursuant to the schedule below.

If any undisputed amount is not paid within days after the due date, Client shall pay late fees equal to on the outstanding balance, not to exceed .

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure within 30 days after receipt of notice of breach.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose, use, reproduce or permit access to any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical, financial and other information 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.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation or court order, provided the Receiving Party gives prompt notice to the Disclosing Party where permitted.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt.

Representations; Warranties; Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider represents that Services will be performed in a professional manner in accordance with recognized industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

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 attempt in good faith to resolve all disputes arising out of or relating to this Agreement through negotiation. If unresolved, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business or assets.

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