Business Information Things to Know

Business Information Things to Know

Document Overview

This General Business Agreement collects and records key business information, sets forth services to be provided, payment terms, confidentiality obligations, term and termination provisions, governing law and standard contractual protections. The document is designed for two contracting parties: the Client and the Service Provider. The following sections identify parties, recitals, scope of work, payment, term and termination, confidentiality, governing law and entire agreement.

Parties and Effective Date

This Agreement is made effective as of by and between:

WHEREAS Recitals

WHEREAS, the Client requires business information, advisory services and deliverables described in this Agreement to support the Client's commercial operations and decision-making; and

WHEREAS, the Service Provider represents that it possesses the necessary experience, personnel and capacity to perform the services in accordance with professional standards and applicable law; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Scope of Work

The Service Provider shall perform the services described below and deliver the specified deliverables. The Service Provider shall exercise commercially reasonable efforts and professional skill consistent with industry standards.

Payment Terms

The Client shall pay the Service Provider the fees and reimbursements described below in exchange for performance of the services. All fees are exclusive of taxes unless otherwise stated.

Invoices issued by the Service Provider shall be due and payable within days of the invoice date. Late payments shall accrue interest at the lesser of per month or the maximum rate permitted by law, plus reasonable collection costs.

Term and Termination

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

Start Date:    End Date:

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided that the Receiving Party gives prompt written notice and cooperates with any protective measures sought by the Disclosing Party.

The Receiving Party shall use Confidential Information solely for performance of this Agreement and shall limit access to employees and contractors on a need-to-know basis who are bound by obligations of confidentiality no less restrictive than those set forth herein. Breach of confidentiality shall entitle the Disclosing Party to injunctive relief and any other remedies available at law or equity.

Business Information and Representations

The parties represent and warrant that the business information provided in this Agreement is accurate to the best of their knowledge and that they have authority to enter into this Agreement. The Client acknowledges that the Service Provider's advice and deliverables are based on information provided by the Client and third-party sources; the Service Provider is not responsible for third-party inaccuracies.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If negotiation fails, disputes shall be resolved exclusively in the state or federal courts located in the chosen state, unless the parties agree otherwise in writing.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior oral and written agreements, representations and understandings. No amendment or modification shall be effective unless in writing and signed by both parties.

Miscellaneous

Assignment is prohibited without the prior written consent of the non-assigning party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Acknowledgment

By signing below, each party certifies that it has read and understood this Agreement, that it has the authority to enter into this Agreement, and that the information provided herein is true and correct to the best of its knowledge.

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