Business NP Template

BUSINESS NP TEMPLATE

This General Business Agreement (the Agreement) is made effective as of between Client Name: and Service Provider: .

RECITALS

WHEREAS, Client seeks to obtain certain non-public business services and deliverables from Service Provider in connection with Client's business operations; and

WHEREAS, Service Provider represents that it has the qualifications, experience, and ability to provide the services described herein and agrees to provide such services under the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, delivery, payment, confidentiality, and governing law for the engagement.

SCOPE OF WORK

Service Provider shall perform the services and provide the deliverables described below. The parties acknowledge that any material changes to the scope, schedule, or deliverables must be agreed in writing and may affect fees and timelines.

PAYMENT TERMS

Client shall pay Service Provider as follows. All amounts are stated in the currency agreed by the parties.

Payments are due upon receipt of invoice unless otherwise specified. Invoices not paid within days of invoice date will be subject to late charges as specified below.

If Client disputes any portion of an invoice in good faith, Client shall notify Service Provider in writing within ten (10) days and pay any undisputed portion in accordance with the schedule above. Interest and collection costs on unpaid amounts shall be recoverable by the prevailing party.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for cause upon material breach by the other party, provided that the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination, including reasonably incurred wind-down costs.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or business information disclosed by one party (Disclosing Party) to the other (Receiving Party) whether in oral, written, electronic or other form, including but not limited to business plans, customer lists, financial information, trade secrets, designs and technical data.

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

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information as required by law, provided Receiving Party gives prompt written notice and cooperates with Disclosing Party to seek protective measures.

Upon termination or written request, Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

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. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising out of this Agreement, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement (including any attachments or exhibits executed by the parties) constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. Any amendment or modification must be in writing signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, by hand, certified mail (return receipt requested), or nationally recognized overnight courier.

MISCELLANEOUS

The parties acknowledge that damages at law may be inadequate to remedy breaches of the confidentiality obligations and that injunctive relief is an appropriate remedy in addition to any other remedies available at law or in equity. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision is effective unless in writing and signed by the waiving party.

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