Business NM Template

BUSINESS NM TEMPLATE

This General Business Agreement ("Agreement") is made effective as of Effective Date: by and between Service Provider Name: whose principal place of business is Address: and Client Name: whose principal place of business is Address: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and has the expertise and resources necessary to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain services for the benefit of Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services in a written agreement.

SCOPE OF WORK

Service Provider will perform the services described below in a professional manner consistent with industry standards. The scope, deliverables, and acceptance criteria are as follows:

PAYMENT TERMS

In consideration for the services rendered by Service Provider, Client will pay Service Provider the fees and expenses set forth below. All fees are payable in U.S. dollars and are exclusive of taxes unless otherwise stated.

Payment is due within days of invoice unless otherwise agreed in writing. Late payments shall accrue interest at the rate of per month or the maximum permitted by law, whichever is less. Client is responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party 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, technical data, pricing, customer lists, trade secrets and proprietary materials.

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

The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. Confidential Information shall not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction and without breach of a confidentiality obligation.

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 conflicts of law principles. The parties agree that exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall lie in the state or federal courts located within that state, and each party hereby submits to the personal jurisdiction of such courts.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor by operation of law.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

NOTICES

All notices required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses listed below or to such other address as either party may designate by notice to the other.

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