Business FT Document Template

BUSINESS FT DOCUMENT TEMPLATE

This General Business Agreement (the Agreement) is entered into as of by and between whose principal place of business is (hereinafter Party A), and whose principal place of business is (hereinafter Party B). Party A and Party B are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Party A is engaged in the business of providing business services and desires to engage Party B to perform certain services on the terms set forth herein; and

WHEREAS, Party B has represented that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement and is willing to perform such services for Party A on the terms and conditions set forth below.

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

1. SCOPE OF WORK

The services to be performed shall include the tasks described above and any ancillary duties reasonably necessary to accomplish those tasks. Any material changes to the Scope of Work shall be set forth in a written amendment signed by authorized representatives of both Parties.

2. PAYMENT TERMS

Payments are due within days of receipt of a proper invoice unless otherwise agreed in writing. All sums due under this Agreement are exclusive of applicable taxes; the payor shall be responsible for any taxes required by law.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Late payment interest shall commence on the day following the due date.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing the other Party with days' prior written notice. Upon termination for convenience, Party B shall be entitled to payment for services performed through the effective date of termination and reimbursable expenses incurred in accordance with this Agreement.

Either Party may terminate immediately if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any other rights or remedies available at law or in equity.

4. CONFIDENTIALITY

"Confidential Information" means any non-public, proprietary, or commercially sensitive information disclosed by one Party to the other, whether disclosed orally, visually, or in writing. The receiving Party shall: (a) hold the Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) is lawfully obtained from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by applicable law or valid court order, provided the receiving Party furnishes prompt written notice to the disclosing Party and cooperates to seek a protective order.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and that performance will not violate any other agreement to which it is a party. PARTY B further warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

6. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of this Agreement or its negligence, willful misconduct, or violation of law in performing its obligations hereunder.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the address set forth below or such other address as a Party may designate by notice in accordance with this Section.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

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