Business Final Details

BUSINESS FINAL DETAILS

Parties and Effective Date

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

Recitals

WHEREAS, Client desires to obtain the goods and/or services described in this Agreement and has authority to retain Service Provider for such purpose; and

WHEREAS, Service Provider represents that it has the requisite professional skill, personnel, and resources to perform the Scope of Work under the terms set forth herein; and

WHEREAS, the parties wish to memorialize their final agreed commercial terms and conditions in this Agreement.

Scope of Work

Deliverables, acceptance criteria, and any milestones referenced above shall be deemed incorporated into this Agreement and shall be performed in a professional manner consistent with industry standards.

Payment Terms

Unless otherwise specified in the Payment Schedule, invoices will be issued by Service Provider upon completion of the applicable milestone. Client shall pay undisputed amounts within days of receipt of invoice.

If Client disputes an invoice in good faith, Client shall notify Service Provider in writing within ten (10) days specifying the nature of the dispute; the parties will negotiate in good faith to resolve the dispute without withholding payment of undisputed amounts.

Term and Termination

This Agreement commences 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 not less than days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) whether disclosed orally, visually, or in writing 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. Confidential Information excludes information which: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information and in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performing obligations or exercising rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination, Receiving Party shall return or destroy Confidential Information as requested by Disclosing Party and certify destruction in writing if requested.

Representations and Warranties

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

Limitation of Liability

Except for each party's indemnification obligations, breach of confidentiality obligations, fraud, or willful misconduct, in no event shall either party be liable to the other for any consequential, incidental, punitive, or exemplary damages arising from this Agreement. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total amount actually paid to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, the parties agree that exclusive jurisdiction over disputes arising under this Agreement shall lie in the state and federal courts located in the governing state specified above.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other: Client Address: ; Service Provider Address: .

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

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