Business Printable Form

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is made and entered into effective as of , (Effective Date), by and between:

PARTIES

RECITALS

WHEREAS, Company desires to engage Service Provider to perform the services described herein and Service Provider has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement;

WHEREAS, Company and Service Provider desire to set forth the terms, conditions, and obligations governing their relationship, including compensation, schedule, confidentiality, and termination rights; and

WHEREAS, the parties intend that the services be provided as an independent contractor arrangement and not as employment.

SCOPE OF WORK

Service Provider shall perform the services, deliverables, and milestones described below. All deliverables shall conform to the specifications and schedule set forth in this Agreement.

PAYMENT TERMS

Company shall pay Service Provider the fees and reimbursements described below in consideration for the performance of the Scope of Work.

Late payments will accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Service Provider may suspend performance if invoiced amounts remain unpaid for more than days after receipt of invoice, provided Service Provider gives Company at least five (5) business days prior written notice of suspension.

TERM AND TERMINATION

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice. Upon termination, Company shall pay Service Provider for all work performed and reasonable, documented expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) acknowledges that it may receive Confidential Information of the other party (Discloser). Confidential Information means non-public business, technical, or financial information disclosed in connection with this Agreement. Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) 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 confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (i) is or becomes publicly available other than by a breach of this Agreement; (ii) was lawfully known to Recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser’s Confidential Information. Upon termination, Recipient shall return or destroy Confidential Information as requested by Discloser and certify such return or destruction upon reasonable request.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Service Provider grants Company a non-exclusive, worldwide, royalty-free license to use deliverables provided under this Agreement for Company's internal business purposes. Service Provider represents and warrants that it has all necessary rights to grant such license and that the deliverables will not infringe third-party intellectual property rights. Any pre-existing intellectual property of either party shall remain the sole property of that party.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, the parties may pursue any available legal or equitable remedies in the courts of that state.

ENTIRE AGREEMENT

This Agreement, including all attachments and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification 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 delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other. Notices may be delivered by certified mail, courier, or hand delivery and shall be effective upon receipt.

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