Business Flex Document

Business Flex Document

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and has represented that it possesses the experience, personnel, and expertise to perform the services set forth in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform the services described herein under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services, deliverables, and performance described below. Service Provider will perform such services in a professional and workmanlike manner, consistent with industry standards.

Changes to the Scope of Work shall be documented by a written change order signed by both parties. Additional fees or adjusted timelines resulting from such change orders shall be incorporated in writing prior to performance of the changed work.

PAYMENT TERMS

Compensation for the services rendered under this Agreement shall be as follows:

All amounts stated are exclusive of any sales, use, value-added, or similar taxes; Client shall be responsible for such taxes unless a valid exemption certificate is provided. Service Provider shall invoice Client in accordance with the payment schedule; undisputed amounts not paid when due shall accrue interest at the rate set forth above.

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 the mutual agreement of the parties or for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed to the date of termination or for non-cancellable costs reasonably incurred by Service Provider.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, pricing, customer lists, and trade secrets.

The Receiving Party shall (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to third parties except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) use Confidential Information only for the purposes of performing under this Agreement.

Upon termination or upon request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing the completion of such return or destruction. Nothing in this Section limits the right to seek injunctive relief for breach of confidentiality.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any appendices or executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral. No amendment to this Agreement is effective unless in writing and signed by both parties.

MISCELLANEOUS

The parties are independent contractors. Neither party shall be deemed an agent, employee, joint venturer, or partner of the other. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of its business and assets.

Disputes arising under this Agreement shall first be subject to good faith negotiation between senior representatives of the parties. If unresolved within 30 days, disputes may be submitted to binding arbitration only if both parties expressly agree by checking the arbitration selection below.

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date(s) signed below.

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