Business Settings Template

BUSINESS SETTINGS TEMPLATE

Parties and Identification

This Business Settings Template and accompanying General Business Agreement (the Agreement) is made and entered into as of the Effective Date by and between:

WHEREAS Recitals

WHEREAS, Company is engaged in the operation of its business and requires configuration of its operating, accounting and administrative settings in order to transact business and comply with applicable obligations; and

WHEREAS, Service Provider has the expertise to assist Company in establishing, documenting and maintaining the business settings described in this Agreement, including but not limited to payment arrangements, fiscal settings and confidentiality protections; and

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

Business Settings Overview

Scope of Work

Service Provider shall perform the services described below and supply the deliverables necessary to configure and maintain the business settings. Services include setup, documentation, testing and reasonable training for Company staff.

Payment Terms

Company shall pay Service Provider the fees set forth below in exchange for the services described in the Scope of Work. All fees are due in United States Dollars and exclusive of any taxes imposed by law.

All invoiced amounts not paid within the agreed due period shall accrue the Late Payment Fee above and Company shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees, to the extent permitted by law.

Term and Termination

The term of this Agreement shall commence on the Start Date set forth below and shall 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 if the breaching party fails to cure the breach within the Notice Period after written notice. Termination shall not relieve Company of its obligation to pay for services performed and non-cancellable commitments incurred prior to the effective date of termination.

Confidentiality

Each party (the Recipient) shall maintain in strict confidence any non-public, proprietary or confidential information of the other party (the Discloser) disclosed in connection with this Agreement, including business settings, financial data, trade secrets and customer information (Confidential Information). Confidential Information shall not include information that: (a) is or becomes publicly known other than by Recipient's breach; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives Discloser prompt notice and cooperates in any protective measures.

Recipient shall use Confidential Information only for the purposes of performing this Agreement and shall restrict disclosure to employees, contractors or advisors who have a need to know and are subject to confidentiality obligations at least as protective as those herein. Breach of this Section will cause irreparable harm for which monetary damages may be inadequate; Discloser is therefore entitled to injunctive relief in addition to other remedies.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved, disputes shall be resolved by the courts located in the county of the governing state, unless the parties mutually agree to alternative dispute resolution.

Representations and Warranties; Compliance

Each party represents that it has the full power and authority to enter into this Agreement, and that its execution and performance will not violate any other agreement or legal obligation. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Company shall comply with all applicable laws and provide reasonably requested information necessary for Service Provider to perform.

Entire Agreement; Amendments

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

Administrative Details

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses set forth above or to such other address as a party may designate by notice.

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