Business Filler Test Data

Business Filler Test Data

Parties and Recitals

This General Business Agreement (the Agreement) is entered into as of the Effective Date by and between Client Name: and Service Provider Name: .

WHEREAS, Client requires certain business services described herein and Provider has the experience, personnel and capacity to perform such services on the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other material terms governing the relationship;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Provider shall perform the services in a professional and workmanlike manner consistent with industry standards and shall supply all labor, materials and equipment required to complete the work unless otherwise agreed in writing. Milestones, deliverables and acceptance criteria shall be set forth in writing between the parties as attachments to this Agreement or in the payment schedule below.

Payment Terms

Payments are due within days after receipt of a properly submitted invoice. All amounts are payable in lawful currency of the United States, unless otherwise agreed in writing.

If any undisputed payment is not received when due, Provider may suspend performance after providing written notice and a ten (10) day cure period. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

Confidentiality

Each party (the Receiving Party) shall hold in confidence all non-public, proprietary or confidential information disclosed by the other party (the Disclosing Party) and shall not use or disclose such information except as necessary to perform obligations under this Agreement. Confidential information does not include information that is or becomes publicly available through no fault of the Receiving Party, was rightfully in the Receiving Party's possession prior to disclosure, or is independently developed without use of Confidential Information.

The confidentiality obligations shall survive termination of this Agreement for a period of years from the date of disclosure.

Independent Contractor; Insurance

Provider is an independent contractor and not an employee, partner or agent of Client. Provider shall maintain adequate insurance coverage for the performance of services and shall furnish certificates of insurance upon reasonable request.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against any third party claims arising from the indemnifying party's negligent acts, omissions or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws.

Entire Agreement; Amendments

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

Notices

Additional Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

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