Business GIB Document

BUSINESS GIB DOCUMENT

This General Business Agreement (the Agreement) is made and entered into as of Effective Date: , by and between Client Name: and Business Partner Name: .

Recitals

WHEREAS, Client Name: seeks to engage Business Partner to perform certain professional services; and

WHEREAS, Business Partner Name: has represented that it has the experience, personnel and capacity to provide such services on the terms set forth herein; and

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

Parties and Contact Information

1. Scope of Work

Provider shall perform the services, tasks and deliverables described below in a professional and workmanlike manner and in accordance with the schedule agreed by the parties.

2. Payment Terms

Compensation. Client shall pay Provider total compensation in the amount of (the Compensation), subject to the terms below.

Invoicing and Due Date. Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise stated on the invoice, all amounts invoiced are due within days of the invoice date.

Late Fee. Any overdue payment shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

3. Term and Termination

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

Termination for Convenience. Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination.

Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

Definition. "Confidential Information" means any non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations. The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates reasonably in any effort to limit or contest the disclosure.

5. Governing Law; Dispute Resolution

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflicts of law principles.

Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiations fail, the parties may pursue any remedies available at law or in equity in the courts located in the chosen jurisdiction, subject to any mandatory jurisdictional requirements.

6. Entire Agreement; Miscellaneous Provisions

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, understandings and representations, whether written or oral.

Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment. Neither party may assign or delegate any rights or obligations under 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.

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement have been duly authorized.

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