Business Forms Template

GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of by and between ("Service Provider") and ("Client"). Each of Service Provider and Client may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses expertise, personnel, and equipment necessary to perform the services contemplated under this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein and Service Provider is willing to perform such services under the terms and conditions set forth below.

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

SCOPE OF WORK

Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work will require a written amendment signed by both Parties.

PAYMENT TERMS

Any overdue amount shall accrue interest at per month (or the maximum rate permitted by law, if lower), plus reasonable collection costs and attorney's fees.

Expenses are reimbursable in accordance with pre-approved budget and upon presentation of receipts.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall terminate on .

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within the notice period specified above. Either Party may also terminate for convenience upon providing the specified notice, subject to payment for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public business, technical and financial information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, trade secrets, business plans, customer data, pricing, methodologies, and prototypes.

Receiving Party shall: (a) use Confidential Information only for the performance of obligations under this Agreement; (b) restrict access to Confidential Information to those employees, contractors, or agents with a need to know and bound by comparable confidentiality obligations; and (c) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available other than by a breach of this Agreement; (ii) was known to Receiving Party at the time of disclosure without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information to the extent required by law, provided Receiving Party gives prompt notice to the Disclosing Party and cooperates in any lawful effort to limit the disclosure.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall survive for as long as such information remains a trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve any dispute arising under or relating to this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, the Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in the selected state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and attachments incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both Parties.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the Parties.

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Indemnification: Each Party shall indemnify and hold harmless the other Party from and against any claims, losses or liabilities resulting from the indemnifying Party's breach of this Agreement or its negligence or willful misconduct, subject to applicable limitations of liability set forth in any attached schedules.

NOTICES

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