Business Positive Template

BUSINESS POSITIVE TEMPLATE

This General Business Agreement (the "Agreement") is entered into effective as of between:

RECITALS

WHEREAS, Client operates a business and desires to obtain certain services to promote a positive, collaborative business relationship and to improve Client's operations; and

WHEREAS, Service Provider has represented that it has the experience, personnel, and resources necessary to perform the services described herein and is willing to perform such services for Client under 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 the services, payment, confidentiality, term, and other matters described below.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") in a professional and timely manner in accordance with industry standards:

Service Provider will deliver written status reports upon Client request and will remedy any nonconforming performance at Service Provider's expense where the nonconformity is attributable to Service Provider's failure to perform as required.

PAYMENT TERMS

Client shall pay Service Provider for the Services as follows:

All payments are non-refundable unless otherwise agreed in writing. If Client fails to pay amounts when due, Service Provider may suspend performance after ten (10) days' written notice and shall be entitled to recover costs, reasonable attorneys' fees, and interest as specified above.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any provision and fails to cure such breach within the notice period identified above. Termination shall not relieve Client of its obligation to pay for Services performed and liabilities accrued prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with the disclosing party to seek protective measures.

The receiving party shall: (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information only for the purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those in this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, losses, liabilities, or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. A party seeking indemnification shall provide prompt written notice of any claim and reasonably cooperate in the defense.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at their addresses set forth above or at such other address that a party may designate by notice.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflicts of law principles. The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree to pursue mediation prior to initiating litigation.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the intended economic and legal effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets.

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