Business Services GC Agreement

BUSINESS SERVICES GC AGREEMENT

This Business Services General Contractor Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: located at Client Address: and Contractor Name: located at Contractor Address: . The parties agree as follows.

WHEREAS

WHEREAS, Contractor represents that it has the professional experience, personnel, tools and resources necessary to provide business services and general contractor services described herein; and

WHEREAS, Client desires to engage Contractor to provide such services on the terms and conditions set forth in this Agreement and Contractor is willing to perform such services for Client under those terms; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Contractor fees in accordance with the following terms. Total Contract Amount: USD, exclusive of applicable taxes, unless otherwise stated.

Milestone payments per written schedule

Monthly invoicing (Net days)

Lump sum upon completion

All overdue amounts shall incur a late fee of % per month or the maximum permitted by law, whichever is less. In addition, Client shall reimburse Contractor for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the effective termination date. Contractor shall be paid for all services performed and reimbursable expenses incurred through the effective date of termination.

Termination for Cause: 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

Definition: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any form 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, including business plans, proposals, pricing, financial information, trade secrets, customer lists and technical data.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information shall not include information that is (i) publicly known through no breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed by Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) required to be disclosed by law, provided Receiving Party gives prompt written notice and cooperates in any lawful effort to limit disclosure.

Return of Materials: Upon termination or written request, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing its compliance.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement; provided, the indemnified party gives prompt written notice of any claim and cooperates in the defense.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S FRAUD, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Venue for any dispute shall be the state or federal courts located in that state.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Relationship of Parties: Contractor is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Contractor shall be solely responsible for payment of its taxes and benefits.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

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