Business Requested Document

GENERAL BUSINESS AGREEMENT

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

Service Provider Name:

Service Provider Address:

Client Name:

Client Address:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and has the experience and capability to perform the Scope of Work described herein; and

WHEREAS, Client desires to retain Service Provider, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. The description shall define specific tasks, deliverables, milestones, acceptance criteria, and any deliverable formats required by Client.

PAYMENT TERMS

Client shall pay Service Provider the compensation set forth below in consideration of the services rendered. Unless otherwise agreed in writing, all amounts are stated in U.S. dollars.

Invoices shall be issued in accordance with the Payment Schedule above and are payable within days of invoice date. Client shall pay undisputed amounts on or before the due date; disputed items must be reasonably documented and submitted within ten (10) days of receipt of invoice.

Late payments shall accrue interest at the lesser of (a) % per month or (b) USD flat fee per late invoice.

Taxes: Each party is responsible for taxes imposed on its income. Client shall withhold taxes from payments only if required by applicable law and shall provide Service Provider with official documentation of any required withholding.

TERM AND TERMINATION

This Agreement commences 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. Termination for cause may be effected immediately upon written notice if the non‑breaching party reasonably determines that a material breach has occurred and the breaching party fails to cure the breach within days after receipt of notice.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Where early termination results from Client's material breach, Service Provider may invoice for reasonable ramp‑down and wind‑up costs.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other 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 does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to disclosure as shown by written records; (c) is received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party shall: (i) use Confidential Information solely for performance under this Agreement; (ii) restrict disclosure to those officers, employees, agents or subcontractors with a need to know; and (iii) take reasonable measures to protect the confidentiality of such information, not less than those it uses to protect its own confidential information. The obligations in this Section shall survive termination for a period of years, except that trade secrets shall remain protected for as long as applicable law requires.

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 law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.

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