Business PDF View

BUSINESS PDF VIEW — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of by and between the parties identified below.

WHEREAS

WHEREAS, Client requires certain business services and deliverables described herein and desires to engage Contractor to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor represents that it has the expertise, personnel, and capability to perform the services described in the Scope of Work and is willing to provide such services in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in full consideration for the performance of the Scope of Work.

Any undisputed late payment shall accrue interest at the rate specified above until paid in full, or the maximum rate permitted by applicable law, whichever is lower. Acceptance of any payment shall not constitute a waiver of any breach by Contractor.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following receipt of written notice. Client may terminate for convenience if agreed herein upon payment for work performed through the termination date and applicable wind-down costs.

Termination for Cause (material breach)

Termination for Convenience (subject to payment obligations)

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential any non-public, proprietary, or business information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided that the Receiving Party gives prompt notice to the Disclosing Party and assists in any protective action.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. Exclusive venue for disputes will be the state or federal courts located in that jurisdiction unless the parties otherwise agree in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits and the Scope of Work attached hereto, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or waiver shall be effective only if in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets, or acquisition of control, provided that the assigning party remains liable for performance. The parties shall indemnify and hold each other harmless from claims arising from their respective negligent acts or willful misconduct in connection with this Agreement to the extent permitted by law.

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