Business IRES Template

BUSINESS IRES TEMPLATE

This General Business Agreement ("Agreement") is made effective as of between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client is engaged in the business of and requires services to improve its business operations;

WHEREAS, Service Provider represents that it has the experience, qualifications and personnel necessary to perform the services described in this Agreement and agrees to provide such services under the terms set forth herein;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client and the compensation to be paid for such services.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. Any material change to the scope must be agreed in writing by both parties.

PAYMENT TERMS

Client shall pay Service Provider for the services performed as follows. All amounts are stated in U.S. Dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider and are payable by Client within calendar days of receipt, unless otherwise specified in the payment schedule.

Late payments shall incur a late fee of on the outstanding balance, compounded monthly to the extent permitted by law. Client is responsible for all reasonable costs of collection, including attorney fees, for overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. 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.

Upon termination, Service Provider shall deliver all completed work and reasonably cooperate to transition services. Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public business, financial or technical information disclosed by the other party (the "Disclosing 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 ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already rightfully in the Receiving Party's possession; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use the Disclosing Party's Confidential Information only to perform its obligations under this Agreement and shall restrict disclosure to employees and contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those contained herein. Upon termination or upon request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign 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. If any provision of this Agreement is held unenforceable, the remainder will remain in full force and effect. The parties are independent contractors, and nothing in this Agreement creates an employment, partnership or joint venture relationship.

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date set forth above.

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