Business SC Document

Business SC Document

Parties and Recitals

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

Client Name: , Address:

Service Provider Name: , Address:

WHEREAS, Client desires to retain Service Provider to perform certain business and consulting services described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services under the terms and conditions set forth in this Agreement.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include, without limitation, the duties and deliverables set forth in this section and in any mutually executed statement of work incorporated into this Agreement.

Payment Terms

Client shall pay Service Provider the compensation described below in exchange for timely and satisfactory performance of the Services.

If any undisputed amount is not paid within days after the due date, Client shall pay interest at the lesser of (a) per month, or (b) the maximum amount permitted by applicable law. In addition, Service Provider may suspend performance if undisputed amounts remain unpaid thirty (30) days after written notice.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public 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. Each receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination of this Agreement, receiving party shall return or destroy confidential materials as requested by the disclosing party.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Liability and Indemnification

Each party shall indemnify, defend, and hold harmless the other party from and against claims, liabilities, losses, damages, and expenses arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Except as to liability resulting from a party's willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice.

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 any disputes arising out of or in connection with this Agreement.

Entire Agreement; Amendments

This Agreement, including any executed statements of work and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

Acknowledgments

By signing below, each party acknowledges that it has read this Agreement, understands its terms, and has the authority to bind the party on whose behalf it signs.

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