Business Inc Template

BUSINESS INC TEMPLATE - GENERAL BUSINESS AGREEMENT

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services and has represented that it possesses the necessary expertise, personnel and resources to perform the services described below; and

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth in this Agreement and Service Provider is willing to perform such services for Client in accordance with this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the scope shall require a written change order signed by both Parties, which shall set forth any change in price or schedule.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay invoices within days of receipt. Late payments shall incur a late fee of percent per month (or the maximum permitted by law, if lower) calculated on the outstanding balance from the invoice due date until paid in full. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

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 cause if the other Party materially breaches any obligation hereunder and fails to cure such breach within the notice period set forth above. Either Party may terminate for convenience upon providing the notice required above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means 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. Receiving Party shall (a) use Confidential Information solely to perform its obligations or exercise rights under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Receiving Party, (ii) was lawfully in Receiving Party's possession prior to disclosure, (iii) is received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three years, except with respect to trade secrets which shall survive for as long as such information remains a trade secret under applicable law.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each Party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law rules. The Parties submit to the exclusive jurisdiction of the courts located within that State for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written change orders executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate in writing.

MISCELLANEOUS

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. Waiver of any breach shall not constitute a waiver of any subsequent breach. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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