Business Services STMSSCM

Business Services STMSSCM - General Business Agreement

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project management, systems implementation and related deliverables, and possesses the experience and personnel to perform such services; and

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

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables set forth below. Work shall be performed in a professional manner consistent with industry standards. Any change in scope that materially affects cost or schedule must be agreed in writing by the Parties.

Estimated Completion Date:

PAYMENT TERMS

As full consideration for the performance of the Services, Client will pay Service Provider the fees and expenses described in this Section. Fees are exclusive of applicable taxes unless otherwise stated.

Late fee as percent of overdue balance:

Flat late fee:

Bank transfer Check Credit card

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least Notice Period (days): prior to the effective termination date. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client will pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made by Service Provider in good faith in connection with the performance of the Services.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by either Party that is marked confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. Each Party shall: (a) hold Confidential Information in strict confidence and use it solely for performance under this Agreement; (b) restrict disclosure to those employees, contractors or advisors with a need to know; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

By checking this box, the undersigned acknowledges the confidentiality obligations set forth above.

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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the selected state for resolution of disputes.

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and accepted change orders, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to its subject matter. Any amendment must be in a written instrument signed by both Parties.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Service Provider shall be responsible for all taxes, insurance and benefits for its personnel.

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes the assigning Party's obligations hereunder.

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

NOTICES

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