Business NF Document

BUSINESS NF DOCUMENT

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

RECITALS

WHEREAS, Client is engaged in the business described in the Client Address and desires to retain Service Provider to perform certain professional services; and

WHEREAS, Service Provider has represented that it possesses the experience, personnel and capability to provide the services described herein and is willing to perform such services pursuant to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Detailed description:

PAYMENT TERMS

Client shall pay Service Provider for the services set forth in Scope of Work under the following payment terms:

Late Payment: Any amount not paid within the invoice due period will accrue interest at a rate of , compounded monthly, and Client shall be responsible for reasonable collection costs, including attorney fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party not fewer than days prior to the effective date of termination. Either party may terminate immediately for material breach that is not cured within 15 days after written notice of such breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether written or oral, 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 excludes information that (a) is or becomes publicly known through no breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed without use of Confidential Information, or (d) is required to be disclosed by law or competent authority, provided the disclosing party gives prompt notice to the other party to permit seeking protective relief.

Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for the performance of this Agreement, and (iii) restrict disclosure to its employees and contractors with a need to know and who are bound by confidentiality obligations no less protective than those contained herein. All Confidential Information shall be returned or destroyed upon termination or upon the disclosing party's written request. The obligations in this section shall survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in the selected jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor by merger or sale of substantially all assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

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