Business MDG Document

BUSINESS MDG DOCUMENT

This General Business Agreement (the Agreement) is entered into as of the Effective Date: by and between:

WHEREAS

WHEREAS, Company requires market development, business advisory, and strategic execution services (the Services) to expand certain product lines and market channels; and

WHEREAS, Service Provider represents that it possesses the requisite experience, personnel, and capability to perform the Services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision of those Services.

SCOPE OF WORK

Service Provider will perform the Services described below in accordance with the timelines and deliverables agreed by the parties. The Services shall include, without limitation, market analysis, lead development, partner introductions, campaign design, and monthly reporting.

PAYMENT TERMS

As consideration for the Services, Company shall pay Service Provider the Total Fee set forth below in accordance with the payment schedule. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Company shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice describing the breach in reasonable detail.

Upon termination, Service Provider shall deliver all completed work and invoices for services rendered through the effective date of termination. Company shall pay for any undisputed fees and reimbursable expenses incurred through the termination date.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other, 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, but is not limited to, business plans, customer lists, pricing, trade secrets, technical data, and marketing strategies.

Each receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a strict need to know and are bound by confidentiality obligations; and (c) use Confidential Information solely to perform or exercise rights under this Agreement.

Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement, (ii) was lawfully known to the receiving party prior to disclosure, (iii) is independently developed by the receiving party without use of Confidential Information, or (iv) is rightfully obtained from a third party without restriction. A receiving party may disclose Confidential Information as required by law or court order provided, to the extent permitted, it gives the disclosing party prompt written notice and, at the disclosing party's expense, cooperates with efforts to obtain a protective order.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

Service Provider shall indemnify, defend and hold harmless Company and its officers, directors, and employees from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or resulting from Service Provider's gross negligence, willful misconduct or material breach of this Agreement; provided that Company gives prompt written notice of any claim and reasonable cooperation in the defense and resolution of the claim.

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 submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement, except that either party may seek equitable relief in any jurisdiction to prevent irreparable harm.

ENTIRE AGREEMENT

This Agreement, including all attachments and Schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendments or modifications to this Agreement 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, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes all obligations hereunder. The failure or delay of either party to exercise any remedy provided under this Agreement shall not constitute a waiver of that remedy.

Sign Now