Business OR Document Template

GENERAL BUSINESS AGREEMENT

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

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain professional services, and Service Provider is qualified and willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation, confidentiality obligations, and other terms that will govern the parties' relationship.

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with prevailing industry standards. The parties agree that the Scope of Work shall include, at a minimum, the tasks and deliverables set forth in the field below. Changes to the Scope of Work must be set forth in a written amendment signed by both parties.

Payment Terms

Compensation for the services shall be as follows. Unless otherwise agreed in writing, Service Provider shall invoice Client in accordance with the schedule below. Client shall pay undisputed amounts within the time period specified below.

Any undisputed amount not paid when due shall accrue interest at % per month (or the maximum rate permitted by applicable law, if lower), plus reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential or proprietary information of the other party. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information. The receiving party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information shall not include information that (i) is or becomes generally known to the public other than by breach of this Agreement, (ii) is lawfully received from a third party without restriction, (iii) is independently developed without reference to the other party's Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates with any lawful efforts to limit such disclosure.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party's aggregate liability to the other shall exceed the total fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Independent Contractor

Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for all taxes, insurance, and benefits relating to its personnel.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, either party may pursue any available legal or equitable remedies in the courts located in the jurisdiction specified above.

Entire Agreement; Amendments

This Agreement, including any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements, 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.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery, and shall be deemed given upon receipt.

Representations

Each party represents and warrants that it has full power and authority to enter into this Agreement, that its execution of this Agreement does not violate any other agreement, and that the individual executing this Agreement on its behalf is authorized to do so.

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