Business Sign Pages

BUSINESS SIGN PAGES

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

WHEREAS

WHEREAS, Client Name: requires the assistance of Service Provider Name: to perform certain business services described below; and

WHEREAS, Service Provider has the experience, personnel and resources necessary to provide such services under the terms set forth in this Agreement.

1. SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with applicable industry standards. Detailed description of services, deliverables, milestones, and acceptance criteria are set forth as follows:

2. PAYMENT TERMS

In consideration for the services to be provided, Client shall pay Service Provider the fees and on the schedule set forth below. All fees are payable in U.S. Dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of percent per month on any outstanding balance, calculated from the due date until paid. A minimum late fee of shall apply to any invoice that remains unpaid more than thirty (30) days after the invoice date.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured after ten (10) days' written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure by the disclosing party; (c) is received from a third party having the right to disclose it; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information only for the purposes of performing its obligations under this Agreement; (ii) protect such 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; and (iii) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that all services will be performed in a professional manner consistent with applicable industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO OTHER WARRANTIES ARE MADE, EXPRESS OR IMPLIED.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of its negligence, willful misconduct, or breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for direct damages arising from or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

7. 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.

8. ENTIRE AGREEMENT; AMENDMENT; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings 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 authorized representatives of both parties. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures provided by electronic transmission shall be binding.

9. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this provision. Delivery by email is effective if a copy is also provided by certified mail, nationally recognized overnight courier, or personal delivery.

10. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency. Each party shall comply with applicable laws and regulations in performing its obligations under this Agreement.

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