Business Nick Template

BUSINESS NICK TEMPLATE

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

RECITALS

WHEREAS, Party A provides business services, products, and advisory support and has offered to provide certain services to Party B in accordance with the terms of this Agreement; and

WHEREAS, Party B desires to engage Party A to perform the services described herein and Party A agrees to perform such services under the terms and conditions set forth below; and

WHEREAS, the parties intend that this Agreement memorialize their respective rights, duties, compensation and confidentiality obligations.

SCOPE OF WORK

Party A shall provide the services and deliverables described below. The parties agree that the scope may be modified only by written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the services rendered by Party A, Party B shall pay Party A the compensation described below in accordance with the schedule and conditions set forth.

Late fee: If any undisputed payment is not received within days after its due date, Party A may charge interest on the unpaid amount at the rate of % per month, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice 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 days after receipt of written notice specifying the breach.

Termination shall not relieve Party B of its obligation to pay for services performed and expenses reasonably incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose or use for any purpose other than performing under this Agreement any Confidential Information of the other party (Discloser). Confidential Information includes non‑public business, technical and financial information disclosed in written, oral, electronic, or other form, and marked or identified as confidential or that reasonably should be understood to be confidential.

The obligations in this section do not apply to information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was in Recipient's possession prior to disclosure as demonstrated by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided Recipient gives Discloser prompt written notice and cooperates with Discloser to seek protective measures.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement by such party will not violate any applicable law or contractual obligation; and (c) it will perform its obligations in a professional and workmanlike manner consistent with industry standards.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be the courts located within that state.

ENTIRE AGREEMENT; AMENDMENT

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 written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices are effective upon receipt.

SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to carry out the original intent.

EXECUTION

Each party represents that the person signing below is authorized to execute this Agreement on its behalf. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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