Business Sis Template

BUSINESS SIS TEMPLATE

Parties and Effective Date

This General Business Agreement (the Agreement) is entered into on by and between Client Name: with principal address , and Service Provider Name: with principal address .

Whereas

WHEREAS, Client seeks to obtain certain professional business services described herein, and Service Provider represents that it possesses the skill, personnel, and capability to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, and other terms governing the provision of those services.

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. Service Provider shall assign personnel with appropriate qualifications, maintain records of performance, and provide progress reports upon Client's reasonable request.

Payment Terms

Service Provider will submit invoices to Client at the intervals set forth above. Payment is due within days of receipt of a properly documented invoice. Overdue amounts shall accrue interest at the lesser of the maximum rate permitted by law or .

Reimbursable expenses will be paid as follows:

Reimbursable upon submission of receipts

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause upon providing the other party with days' prior written notice. Upon termination for convenience, Client shall pay Service Provider for all services performed and documented expenses incurred through the effective date of termination.

Either party may terminate this Agreement for material breach if such breach remains uncured thirty (30) days after delivery of written notice specifying the breach. Termination for cause does not limit either party's right to pursue other remedies available at law or in equity.

Confidentiality

For purposes of this Agreement, Confidential Information means information disclosed by one party (Disclosing Party) to the other (Receiving 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 does not include information that: (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure by the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party will: (i) hold Confidential Information in strict confidence; (ii) not use Confidential Information except as necessary to perform obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained herein. The obligations of confidentiality will survive termination of this Agreement for a period of years, or for such longer period as required by applicable law with respect to trade secrets.

Representations and Warranties; Indemnification

Each party represents that it has full corporate power and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that services will be performed with reasonable skill and care. Except as expressly provided in this Agreement, neither party makes any other warranties, express or implied.

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages, losses and expenses arising from the indemnifying party's breach of this Agreement, willful misconduct, or negligent acts or omissions.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by the parties through good faith negotiations. If negotiations fail, the parties may seek remedies in courts of competent jurisdiction in the named state.

Entire Agreement; Amendments

This Agreement, including any attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach.

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