Business Services Cotten Template

BUSINESS SERVICES COTTEN TEMPLATE

This General Business Agreement (Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described in this Agreement and Service Provider represents that it has the skill, experience and resources to perform such services in a professional manner; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Service Provider will provide such services and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall perform the services described below (Services). Service Provider shall supply personnel, materials and supervision necessary to complete the Services in accordance with this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees for Services as set forth below. Fees shall be payable in United States dollars and are exclusive of taxes unless otherwise stated.

All undisputed invoices not paid within days of invoice date shall incur the Late Payment Fee described above. Client is responsible for reasonable collection costs for amounts overdue.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay Service Provider for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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) was rightfully in the receiving party's possession without restriction prior to disclosure; (b) is or becomes generally known to the public other than by breach of this Agreement; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely for the purpose of performing obligations under this Agreement, (ii) restrict disclosure of Confidential Information to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect the confidentiality of the Confidential Information.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship between the parties. Service Provider retains the right to determine the method, means and manner of performing the Services.

Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor by merger or sale of substantially all of its assets.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement or the negligence or willful misconduct of the indemnifying party in performing its obligations hereunder.

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. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that State.

ENTIRE AGREEMENT

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

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

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