Business Reca Document

Business Reca Document

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address ("Client"), and Service Provider Name: with principal address ("Provider"). Client and Provider are each referred to as a "Party" and together as the "Parties."

RECITALS

WHEREAS, Client is engaged in the operation and management of certain business activities for which specialized services are required; and

WHEREAS, Provider has expertise and experience in performing the services described in this Agreement and is willing to provide such services to Client under the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations in connection with the services and related business arrangements contemplated by this Agreement.

SCOPE OF WORK

Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. Provider shall provide all labor, materials, equipment and supervision necessary to complete the Scope of Work unless otherwise agreed in writing.

PAYMENT TERMS

In consideration of Provider's performance of the Scope of Work, Client shall pay Provider the fees and expenses set forth below in accordance with the schedule and conditions described. All amounts are payable in lawful currency.

Any amounts not paid when due shall accrue interest at the lesser of (a) Late Fee: or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing Notice Period: days' prior written notice to the other Party. Upon termination for convenience, Provider shall be paid for Services performed and reimbursable expenses incurred through the effective date of termination.

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

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential. Each Party agrees to hold Confidential Information in strict confidence, not to disclose it to third parties except as permitted by this Agreement, and not to use it except to perform obligations under this Agreement. Confidentiality obligations shall continue for Confidentiality Period: following termination or expiration of this Agreement.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in the receiving Party's possession prior to disclosure; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. A Party may disclose Confidential Information as required by law, court order, or governmental authority, provided the disclosing Party uses reasonable efforts to provide prior notice when permitted.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between senior representatives of the Parties. If negotiations fail, the Parties may pursue any available legal or equitable remedies in the courts located in the state identified above.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules or attachments expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for each Party's indemnification obligations and liability for gross negligence or willful misconduct, neither Party shall be liable to the other for consequential, special or punitive damages.

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 in writing. Notices shall be deemed effective upon delivery if delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, certified or registered, postage prepaid.

EXECUTION

The Parties represent and warrant that they have the authority to enter into this Agreement and that the signatories below are authorized to execute this Agreement on behalf of their respective Parties.

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