Business Generators Document

Business Generators Document

This Business Generators Document ("Agreement") is made as of by and between Generator Company Name: with principal place of business at (hereinafter "Generator"), and Client Name: , located at (hereinafter "Client").

WHEREAS

WHEREAS, Generator represents that it specializes in developing and sourcing business opportunities, marketing programs, and lead generation services and possesses the personnel, systems, and expertise necessary to perform the services described herein;

WHEREAS, Client desires to engage Generator to perform such services on the terms and conditions set forth in this Agreement, and Generator accepts such engagement subject to those terms;

WHEREAS, the parties intend that Generator will provide proprietary processes and materials to produce business opportunities for Client in accordance with the Scope of Work and Payment Terms set forth below.

Scope of Work

Generator shall provide the services, deliverables, and performance standards described in the section below. Generator shall perform services in a professional manner consistent with industry standards and in accordance with any schedules agreed in writing by the parties.

Payment Terms

In consideration for the services provided by Generator, Client shall pay fees in accordance with the terms set forth below. All fees are payable in United States Dollars unless otherwise agreed in writing. Fees do not include taxes, which are addressed below.

Payment Methods: Bank Transfer Check Other (specify below)

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the Term End Date unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Either party may terminate without cause upon days' prior written notice to the other party.

Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" includes non-public business, technical, financial, and marketing information, customer lists, pricing, trade secrets and any information designated as confidential. The Receiving Party shall (a) use the Confidential Information solely for performance under this Agreement, (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care, and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those hereunder. Confidential Information shall not include information that is or becomes generally known to the public through no breach of this Agreement, already known by the Receiving Party without obligation of confidentiality, independently developed by the Receiving Party, or rightfully obtained from a third party without restriction.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing upon request.

Warranties; Limitation of Liability

Generator warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND GENERATOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO GENERATOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive jurisdiction and venue for any dispute shall be in the state or federal courts located within that state unless the parties agree otherwise in writing.

Entire Agreement

This Agreement, together with any exhibits, schedules 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, understandings, negotiations and discussions, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail or nationally recognized courier to the addresses provided below or to such other address as either party may specify in writing.

The parties have executed this Agreement as of the date first written above.

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