Business Forms to Sign

BUSINESS FORMS TO SIGN

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

Client Address: Service Provider Address:

RECITALS

WHEREAS, Client has lawful authority to engage third parties to perform the services described herein and desires to retain Service Provider to perform such services on the terms set forth in this Agreement;

WHEREAS, Service Provider represents that it has the professional skill, personnel and resources to perform the services outlined in this Agreement and agrees to provide such services in a timely, competent and professional manner;

WHEREAS, the parties wish to set forth the terms and conditions under which the services will be provided.

SCOPE OF WORK

Service Provider shall perform the services described below according to the schedule and deliverables set forth. The Scope is intended to be specific and limiting; any additional services shall require written amendment.

PAYMENT TERMS

In consideration of the performance of the services, Client shall pay Service Provider in accordance with the terms below. All payments are payable in United States dollars unless otherwise agreed in writing.

All invoices shall include reasonable detail describing services performed and any reimbursable expenses. Client may withhold payment only for undisputed deficiencies; disputes must be raised in writing within seven (7) days of invoice receipt.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above. Upon termination, Client shall pay Service Provider for all services performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other that is designated confidential or which, by its nature, ought to be treated as confidential. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third party except as expressly permitted, and (iii) use it only to perform under this Agreement.

The obligations set forth in this Section shall not apply to information that: (i) is or becomes publicly known other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice to allow a protective order or other remedy.

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 courts located within that State for resolution of disputes.

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 and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, both written and oral. Any amendment or modification must be in writing and signed by both parties.

ADDITIONAL PROVISIONS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider shall be responsible for all taxes and withholdings applicable to payments received.

Indemnification: Each party shall indemnify and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, consequential, special or punitive damages.

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