Business Poshni Document

Business Poshni Document

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider: and Client Name: .

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services and has represented that it has the experience and capability to perform the services described in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform such services 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 engagement effective as of Effective Date:

Scope of Work

Service Provider shall provide the deliverables, tasks and services described below. Service Provider will perform services in a professional manner consistent with industry standards and in accordance with any schedules agreed in writing by the parties.

Payment Terms

Invoices are payable within the time specified in the Payment Schedule. Unpaid amounts shall accrue interest at the Late Payment Fee rate above and Client shall be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

Term: This Agreement commences on Start Date: and, unless earlier terminated as provided below, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party in accordance with the Notice provision below and subject to payment for services performed and reimbursable expenses incurred through the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within the Notice Period identified above after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential under the circumstances ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly known through no breach by the Receiving Party, is rightfully received from a third party without restriction, was known prior to disclosure, or is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for performance of this Agreement and shall implement reasonable administrative, physical and technical safeguards to protect the confidentiality of such Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for purposes of any action arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. Any amendments to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses specified in the Parties section above, or to such other address as a party may designate in writing, and shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail, postage prepaid, or upon confirmation of delivery for overnight courier.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets. The parties agree that monetary damages may not be an adequate remedy for breach of confidentiality obligations and that injunctive relief may be appropriate in addition to other remedies.

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