Business Public Template

Business Public Template — General Business Agreement

This General Business Agreement (the "Agreement") is entered into between the parties identified below as of the Effective Date set forth in the Signature Block. Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Client requires certain professional services and deliverables as set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to provide such services on the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth the terms governing their relationship, deliverables, compensation and other obligations.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: . Payment shall be made in accordance with the schedule below.

Late Payment Fee: . Late fees accrue on outstanding amounts beginning one (1) day after the invoice due date.

Payment Method:

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Termination for Convenience: Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered not less than days prior to the effective termination date. Termination shall not relieve the Client of its obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall keep confidential and shall not use or disclose any proprietary or confidential information of the other Party (the "Disclosing Party") except as necessary to perform under this Agreement. Confidential information does not include information that: (a) is or becomes publicly available without breach; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Disclosing Party's confidential information; or (d) is required to be disclosed pursuant to law or valid order of a court or governmental body, provided the Receiving Party gives prompt written notice and cooperates with reasonable efforts to limit disclosure. Confidentiality obligations survive termination for a period of years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property and deliverables developed by Service Provider in the performance of this Agreement shall be considered "Work Product." Upon full payment, Service Provider assigns to Client all right, title and interest in Work Product, except for Service Provider's pre-existing tools, methodologies, templates or know-how, which remain the exclusive property of Service Provider. The Parties shall execute assignment documents as reasonably requested to effectuate this provision.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each Party agrees to indemnify, defend and hold harmless the other Party from and against third-party claims arising from the indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement. The indemnified Party shall promptly notify the indemnifying Party of any claim and provide reasonable cooperation at the indemnifying Party's expense.

Limitation of Liability: EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

COMPLIANCE; RELATIONSHIP OF THE PARTIES

Service Provider shall perform services as an independent contractor and not as an employee, agent or partner of Client. Service Provider is responsible for all employment taxes and benefits for its personnel. Each Party shall comply with all applicable laws and regulations in the performance of its obligations under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested) or commercial courier.

GOVERNING LAW; ENTIRE AGREEMENT

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

Entire Agreement: This Agreement, including any exhibits and attachments executed by the Parties, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith a substitute provision that most nearly effects the Parties' original intent.

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