Business Low Document

BUSINESS LOW DOCUMENT

This General Business Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client engages the Service Provider to perform certain business services described herein and the parties desire to set out the terms and conditions under which such services will be performed;

WHEREAS, Service Provider represents that it has the experience, qualifications and resources to perform the services in a professional manner consistent with applicable standards;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall provide the services, deliverables and work product described in the Scope of Work below. The Scope of Work constitutes the core obligations of Service Provider and shall be performed in a commercially reasonable manner consistent with industry standards.

Payment Terms

Client will pay Service Provider in accordance with the schedule and amounts set forth below. All amounts are payable in lawful currency unless otherwise agreed in writing. Invoices submitted by Service Provider shall be due and payable within the stated period below following delivery of a proper invoice.

Payment is due within days of invoice date. Late payments shall accrue interest at the lesser of the maximum legal rate or per month, calculated monthly on the unpaid balance.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all 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 its nature and the circumstances of disclosure. Recipient shall (i) hold Confidential Information in strict confidence, (ii) use it solely to perform obligations under this Agreement, and (iii) not disclose it to any third party except to employees, contractors and 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 (a) is or becomes publicly available without breach, (b) was rightfully known to Recipient prior to disclosure, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by Recipient without use of Confidential Information. Upon termination or written request, Recipient shall promptly return or destroy Confidential Information and certify such return or destruction.

Governing Law and Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets. Any attempted assignment in violation of this provision is void.

Entire Agreement

This Agreement, including any attachments and referenced exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, negotiations and agreements, whether written or oral. No amendment or waiver shall be effective except in a written instrument signed by both parties.

Indemnification and Limitation of Liability

Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's negligence or willful misconduct in performance of the services. Except for breaches of confidentiality or willful misconduct, neither party shall be liable for consequential, incidental or punitive damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the total amount paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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