Business Shockers

BUSINESS SHOCKERS — GENERAL BUSINESS AGREEMENT

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Effective Date:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain marketing, strategic advisory, and business development services described in this Agreement, and Service Provider represents that it has the requisite expertise and resources to perform such services on the terms set forth herein;

WHEREAS, the parties wish to set forth their respective rights, duties and obligations with respect to the engagement and to define the terms and conditions under which Service Provider will provide services to Client;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the work, tasks and deliverables described below. The parties acknowledge that specific deliverables, milestones, and acceptance criteria will be documented and attached to this Agreement or agreed in writing by the parties.

PAYMENT TERMS

The Client shall pay Service Provider for the services described in this Agreement as set forth below.

  Retainer required at commencement     If retainer required, amount:

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and shall continue until the End Date or until earlier terminated in accordance with this section.

Upon termination for any reason, Service Provider shall deliver all work in progress and Client shall pay for all services performed and non-cancellable third-party costs incurred through the effective date of termination. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing 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"). Confidential Information includes business plans, customer lists, pricing, trade secrets, and technical information.

The Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

The obligations in this Section do not apply to information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved as provided below.

The parties agree to attempt in good faith to resolve any dispute through negotiation. If negotiation fails, the parties submit to the exclusive jurisdiction of the state and federal courts located in the state selected above for any unresolved disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules or statements of work expressly incorporated by reference, 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 written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Sign Now