Business Related Documents

GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, the Client desires to engage the Service Provider to perform certain business services as set forth herein, and the Service Provider has the experience and capability to perform such services in accordance with the terms and conditions of this Agreement.

WHEREAS, the parties intend for this Agreement to define their respective rights and obligations with respect to the performance, payment and confidentiality of information exchanged in connection with the services.

SCOPE OF WORK

The Service Provider shall provide the services, deliverables and performance described below. The parties acknowledge that any material change to the scope, timeline or deliverables shall require a written amendment signed by both parties.

PAYMENT TERMS

In consideration for performance of the Scope of Work, the Client shall pay the Service Provider as set forth below. Payment is subject to the Service Provider's compliance with the milestones and acceptance criteria set forth in the Scope of Work.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall incur interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Wire transfer    Check    Card    Other (specify):

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for 30 days after written notice specifying the breach. Termination does not relieve Client of the obligation to pay for work performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (a) hold Confidential Information of the other in strict confidence, (b) use Confidential Information solely for the performance of this Agreement, and (c) restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, each party shall return or destroy the other party's Confidential Information as directed.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, the Service Provider shall retain ownership of pre-existing materials, tools, methodologies and know-how used in performing the services. The parties agree that ownership of custom deliverables specifically created for Client and paid for in full under this Agreement will be transferred to Client upon full payment, subject to Service Provider's rights in any underlying pre-existing materials and third-party licenses.

INSURANCE AND INDEMNIFICATION

Each party shall maintain such insurance coverage as is customary and reasonable for its activities under this Agreement. The Service Provider shall indemnify and hold harmless the Client from third-party claims arising from Service Provider's negligent performance or willful misconduct, except to the extent such claims arise from Client's negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, understandings and negotiations. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to other addresses as designated by written notice in accordance with this section. Notices shall be deemed given on the date of delivery if delivered personally, one business day after deposit with an overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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