Business NC NA Document

Business NC NA 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 desires to engage Provider to perform certain services described in this Agreement and Provider has agreed to provide such services under the terms set forth herein;

WHEREAS, Provider represents that it has the experience, personnel, facilities, and qualifications necessary to perform the services described in this Agreement in a professional manner;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, term and termination, and governing law applicable to the services to be provided.

Parties & Notices

Scope of Work

Provider shall perform the services described below (the "Services") in accordance with the standards of care and professional competence customarily observed in the industry. The parties agree that the Services include the specifics set forth in the detailed scope field below.

Payment Terms

Client shall pay Provider for the Services in accordance with the terms below. All sums are payable in lawful currency of the United States unless otherwise agreed in writing.

Unless otherwise stated, late payments shall accrue interest at the rate set forth above on any undisputed overdue amount calculated monthly. Client shall be responsible for all reasonable collection costs, including attorneys' fees, incurred by Provider in collecting any overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and end on End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether disclosed orally, visually or in writing 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, without limitation, business plans, financial information, customer lists, proprietary processes, technical data, and trade secrets.

The Receiving Party shall: (a) hold the Confidential Information in strict confidence and exercise at least the same degree of care that it uses to protect its own confidential information (but in no event less than reasonable care); (b) not disclose Confidential Information to any third party except enforceably to employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information except to perform its obligations under this Agreement.

Obligations of confidentiality shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach by the Receiving Party; (ii) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or order of a court or governmental authority, provided the Receiving Party gives prompt written notice to the Disclosing Party to permit the Disclosing Party to seek protective relief.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or at the Disclosing Party's direction destroy all Confidential Information and certify such destruction in writing. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of unless a longer period is required by law.

Independent Contractor; Indemnity

Provider is an independent contractor and nothing in this Agreement shall be interpreted to create an employer-employee, partnership, joint venture, or agency relationship between the parties. Provider shall be responsible for all taxes and withholding on amounts paid to Provider.

Each party shall indemnify and hold harmless the other party from and against any third party claims, liabilities, losses or expenses resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense of such claims.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under or relating to this Agreement through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county where Client's principal place of business is located, unless the parties agree otherwise in writing.

Miscellaneous; Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

If any term or provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure or delay by either party in exercising any right shall not operate as a waiver of that right.

Sign Now