Business Fillable Form

GENERAL BUSINESS AGREEMENT

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

Recitals

WHEREAS, Client Name: is engaged in business and seeks certain services; and

WHEREAS, Contractor Name: has the capability and expertise to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform services for Client.

Parties and Contacts

Scope of Work

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. Deliverables shall conform to the specifications and schedule agreed by the parties.

Payment Terms

Client shall pay Contractor the fees set forth below in consideration for the services and deliverables. All fees are payable in United States dollars unless otherwise stated.

Invoices shall be submitted to the Client in writing and shall be due according to the Payment Schedule. Client agrees to pay undisputed invoiced amounts within the payment period specified. Disputed charges must be submitted in writing within ten (10) business days of receipt of the invoice and the parties shall negotiate in good faith to resolve such disputes.

Expenses and Taxes

Reasonable, pre-approved out-of-pocket expenses incurred by Contractor in connection with performance under this Agreement will be reimbursed by Client upon submission of receipts. Payments do not include taxes; each party is responsible for its own taxes unless otherwise required by law.

Term and Termination

This Agreement shall commence on Start Date: and shall continue 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 delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach where the breaching party fails to cure such breach within thirty (30) days after receipt of written notice.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other, whether written or oral, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Exclusions: Confidential Information does not include information that is or becomes generally known to the public through no fault of the receiving party or is rightfully received from a third party without restriction.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Contractor grants Client a non-exclusive, perpetual, worldwide license to use deliverables created specifically for Client under this Agreement upon full payment. Contractor retains ownership of any preexisting intellectual property and methodologies. If any third-party materials are incorporated into deliverables, Contractor shall obtain necessary licenses and provide notice to Client.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct, or breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, special, or punitive damages. The aggregate liability of each party for claims arising under this Agreement shall not exceed the total amount paid by Client to Contractor under this Agreement in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State or Territory chosen by the parties: Governing Law State: . Any dispute arising out of or relating to this Agreement shall first be submitted to good faith negotiation between senior representatives. If unresolved, the dispute shall be resolved by binding arbitration or in the courts of the chosen state as elected by the party initiating legal proceedings.

Entire Agreement; Amendments

This Agreement, including all attachments and documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform its obligations under this Agreement and that performance will not violate any applicable agreement or law.

Notices

All notices or communications required or permitted under this Agreement shall be in writing and delivered to the contact details set forth above or such other address as a party may designate in writing. Notices are effective upon receipt.

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