Business LL Forms

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of between , a business entity with principal place of business at (hereinafter "Provider"), and , located at (hereinafter "Client"). Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing commercial services and solutions as set forth in this Agreement; and

WHEREAS, Client desires to obtain certain services from Provider and Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Agreement to define their respective rights and obligations with respect to the services, payment, confidentiality and other matters described below.

SCOPE OF WORK

Provider shall perform the services described in the Scope of Work. The Parties agree that the Scope of Work may be amended only by written instrument signed by both Parties.

PAYMENT TERMS

Client shall pay Provider for the services in accordance with the terms below. All fees are payable in United States dollars and unless otherwise stated are exclusive of applicable sales, use or other taxes, which shall be borne by Client.

Any undisputed payment not received within days after the due date shall accrue interest at a rate of percent per month (or the maximum rate permitted by law, if lower). In addition to interest, Provider may suspend performance for any amounts more than days overdue after providing written notice.

TERM AND TERMINATION

This Agreement commences on the Start Date below and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate this Agreement immediately for material breach by the other Party if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a Party to the other Party, whether oral, written or electronic, 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 includes business plans, customer lists, pricing, technical data and trade secrets.

The receiving Party shall: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations of confidentiality do not apply to information that: (i) is or becomes publicly available without breach; (ii) was known to the receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving Party shall promptly return or certify destruction of all Confidential Information and copies thereof. Remedies at law for breach of this Section would be inadequate; the disclosing Party is entitled to seek injunctive relief in addition to any other remedies.

REPRESENTATIONS; INDEMNIFICATION

Each Party represents that it has the full power and authority to enter into and perform its obligations under this Agreement. Provider represents that the services will be performed in a professional and workmanlike manner consistent with industry standards. Client agrees to indemnify and hold Provider harmless from third-party claims arising from Client's use of the services, except to the extent caused by Provider's gross negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the Parties cannot resolve the dispute amicably within sixty (60) days after written notice of such dispute.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits and written amendments signed by both Parties, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to its subject matter. No amendment is effective unless in writing and signed by both Parties.

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability; Waiver: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. Failure to enforce any right or remedy is not a waiver of that right or remedy.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, commercial courier, or email (with confirmation).

PARTY INFORMATION

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