Business Favorites Template

BUSINESS FAVORITES TEMPLATE — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made effective as of (the Effective Date), by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client conducts business in the area of general commercial activities and maintains relationships with preferred vendors and resources that Client deems valuable to its operations; and

WHEREAS, Provider represents that it is qualified and experienced to perform the services described herein and agrees to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to record their agreement concerning the scope of services, compensation, confidentiality and other material terms set forth below.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider shall perform the services and deliverables described below. The parties acknowledge that the list of "favorites" or preferred resources referenced in this Agreement may be appended or updated by written amendment in accordance with Section titled "Amendments."

PAYMENT TERMS

Client agrees to pay Provider the fees set forth below in consideration for the services rendered under this Agreement. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Overdue amounts shall accrue interest at the rate specified above, not to exceed the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue payments.

TERM AND TERMINATION

This Agreement shall commence on and shall continue 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. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receiving written notice of the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public business, technical, financial or operational information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, in writing, or electronically, that is clearly marked 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: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) was in the public domain at the time of disclosure, (ii) is developed independently by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iii) is rightfully obtained from a third party without restriction. The Receiving Party may disclose Confidential Information to the extent required by court order or applicable law, provided it gives prompt notice to the Disclosing Party to permit protective measures.

The parties acknowledge that monetary damages may be an insufficient remedy for breach of confidentiality and that the Disclosing Party may seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located within that jurisdiction.

AMENDMENTS

Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties. No oral representations or course of dealing shall modify or supplement the terms of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

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

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact addresses provided above, and shall be deemed given when received by hand delivery, nationally recognized overnight courier, or three days after being mailed by certified mail, return receipt requested.

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