Business Input Document

BUSINESS INPUT DOCUMENT

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to obtain certain commercial services and deliverables described herein and Contractor has represented it has the expertise, personnel and resources to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, term, confidentiality obligations and other provisions governing the relationship between the parties.

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

SCOPE OF WORK

Contractor shall perform the services described above in a professional manner consistent with industry standards. Deliverables, milestones and acceptance criteria shall be as set forth in the Scope of Work and any mutually executed statements of work incorporated into this Agreement.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Contractor within days of receipt of a properly rendered invoice. Late payments shall incur a late fee equal to the lesser of (i) % per month on the outstanding balance or (ii) the maximum rate permitted by applicable law. Client is responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice to the other party given at least days before the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold the Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to the extent necessary for performance and subject to confidentiality obligations no less protective than those herein. These obligations shall survive termination of this Agreement for a period of years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of state and federal courts located within that state for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship. Each party shall comply with all applicable laws in performing its obligations. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

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