Business Forms Document

BUSINESS FORMS DOCUMENT

This General Business Agreement (the "Agreement") is made effective as of (the "Effective Date"), by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Client requires certain business services described herein and Provider represents that it has the expertise and capacity to provide such services in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth their rights and obligations with respect to the scope, payment, confidentiality, term, and termination of the services to be provided.

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

SCOPE OF WORK

Provider shall perform the services set forth above in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work must be documented in a written amendment executed by authorized representatives of both parties.

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed, payments are due within days of invoice receipt. Overdue amounts shall accrue interest at the rate of per month (or the maximum permitted by law), plus a one-time late fee of for each late invoice, until paid in full.

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 without cause upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services properly rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (a) use Confidential Information solely for purposes of performing this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

Independent Contractor; Taxes: Provider is an independent contractor and shall be solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of an employer.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

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