Business Protected Document

Business Protected Document

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

RECITALS

WHEREAS, Client Name: possesses certain business operations, customer lists, trade secrets, business processes and other proprietary information; and

WHEREAS, Provider Name: has been engaged to perform services and, in connection with such engagement, may receive access to Confidential Information (as defined below); and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider shall perform the services described below for Client in a professional and workmanlike manner consistent with prevailing industry standards. Specific deliverables, milestones, and performance standards shall be as set forth in the Scope of Work.

PAYMENT TERMS

Compensation for the Services shall be as follows.

Invoices are payable within the number of days specified in the Payment Schedule. Late payments shall incur the Late Payment Fee stated above and interest at the maximum lawful rate if the Late Payment Fee is unenforceable. Client shall be responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

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 above after receipt of written notice specifying the breach. Either party may terminate for convenience upon written notice in accordance with the Notice Period. Termination shall not relieve Client of obligation to pay for services performed and expenses accrued through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by either party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, customer lists, pricing, product designs, trade secrets, and technical data.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no breach by the receiving party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or by valid order of a court or governmental authority, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit the disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and written statements of work expressly 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. No amendment or modification shall be binding unless in a writing signed by both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Remedies: The parties acknowledge that breach of confidentiality or other material obligations may cause irreparable harm and that monetary damages may be inadequate; accordingly, either party may seek injunctive relief in addition to any other remedies available at law or in equity.

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