Business NU Template

BUSINESS NU TEMPLATE

This General Business Agreement (Agreement) is entered into as of Date: by and between Client Name: (Client), and Contractor Name: (Contractor). Client Address and Contractor Address for notices are set forth below.

RECITALS

WHEREAS, Client desires to obtain certain business services described herein and Contractor has represented that Contractor has the experience and capability to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, schedule, compensation, confidentiality obligations and other terms governing Contractor's performance of services for Client; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. The specific tasks, milestones and deliverables are:

PAYMENT TERMS

Compensation: Client shall pay Contractor a total fee of USD for the services described herein, unless otherwise modified by a written amendment signed by both parties.

Payment Schedule and Invoicing: Contractor will invoice Client according to the following schedule or milestone breakdown. Invoices shall state the services performed, applicable dates, and any reimbursable expenses. Payment is due within days of receipt of a proper invoice.

Late Payment: Any undisputed past-due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall pay a late fee of for each month overdue. Client is responsible for all collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party given at least days prior to the effective termination date. Termination shall not relieve Client of its obligation to pay for services performed and expenses accrued through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors or agents with a need to know, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or regulation, provided the Disclosing Party is given prompt notice and opportunity to seek protective relief.

Return or Destruction: Upon termination or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing to the Disclosing Party that it has complied with this obligation, except to the extent retention is required by law or reasonable archival processes.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties (without regard to principles of conflicts of law). Governing Jurisdiction:

ENTIRE AGREEMENT; MISCELLANEOUS

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

Amendments and Waiver: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. No failure or delay in exercising any right shall operate as a waiver.

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, consolidation or sale of substantially all of its assets.

NOTICES

Client Notice Address

Contractor Notice Address

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement, that its performance will not violate any other agreement or legal obligation, and that it will perform in accordance with all applicable laws.

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