Business Filepino Document

DOCUMENT NAME

General Business Agreement

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

Recitals

WHEREAS, Client Name: seeks business services to support specified operations and growth; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel and capability to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement, effective as of Effective Date:

Scope of Work

Service Provider shall perform the services described below in a professional, workmanlike manner in accordance with industry standards. The parties may amend the scope only by a written change order signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider in accordance with the following terms.

All payments are due within days of receipt of a correct invoice. Client shall pay undisputed amounts when due. Disputed amounts shall be resolved promptly and the undisputed portion paid in accordance with this Agreement.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, will continue until End Date: .

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party). "Confidential Information" means non-public business, technical, financial, or other information that is disclosed in written, oral or electronic form and marked or otherwise identified as confidential or that reasonably should be understood to be confidential. The Receiving Party shall restrict disclosure to employees, consultants or agents with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all Work Product created by Service Provider specifically for Client under this Agreement shall be deemed a "work made for hire" and ownership shall vest in Client upon full payment. Service Provider shall retain ownership of its pre-existing materials, tools, methodologies and general know-how. To the extent any rights cannot be assigned, Service Provider hereby grants Client a perpetual, irrevocable, transferable, worldwide, royalty-free license to use such materials as incorporated into the Work Product.

Representations and Warranties; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider represents that it will perform services in a professional manner consistent with industry standards. Service Provider shall indemnify and hold harmless Client from third-party claims arising from Service Provider's breach of this Agreement or negligent acts or omissions in performing the services. Client shall indemnify and hold harmless Service Provider for Client's breach of this Agreement or use of Work Product in violation of this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law provisions. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved, disputes shall be resolved by binding arbitration in the county of the governing state unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets provided that the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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