Business Form Template

GENERAL BUSINESS AGREEMENT

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

WHEREAS

WHEREAS, Client engages Service Provider to perform the services described in this Agreement and Service Provider has expertise and experience in providing such services and agrees to perform them on the terms and conditions set forth herein.

WHEREAS, the parties desire a written agreement establishing the scope, compensation, confidentiality obligations, term and termination rights and governing law applicable to their relationship.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider for the services described in the Scope of Work in accordance with the following payment terms. Unless otherwise agreed in writing, all payments shall be made in U.S. dollars and are due in cleared funds within the payment period specified below.

All amounts payable under this Agreement are exclusive of taxes. If Client fails to pay undisputed amounts when due, Service Provider may suspend performance after providing the notice required in Term and Termination below.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective termination date.

Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to the effective date of termination, including payment for services performed and reimbursable expenses.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other in connection with this Agreement, including business plans, technical data, trade secrets, pricing and customer lists. Receiving party shall (a) use Confidential Information solely to perform obligations under this Agreement, (b) restrict disclosure to employees or contractors with a need to know and subject to written confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

RELATIONSHIP OF THE PARTIES; INSURANCE

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Service Provider is responsible for all taxes and withholdings applicable to its personnel. Service Provider shall maintain insurance customary for the services performed and shall upon request provide certificates of insurance to Client.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither party shall be liable for indirect, incidental, special or consequential damages arising out of this Agreement. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Each party agrees to indemnify, defend and hold harmless the other party from and against claims, liabilities and costs arising from the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals and agreements, whether written or oral. Any modification or waiver must be in writing and signed by an authorized representative of each party.

SEVERABILITY

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon personal delivery, confirmed electronic delivery, or three (3) days after deposit in the United States mail, postage prepaid.

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