Business Spark Template

BUSINESS SPARK TEMPLATE

This General Business Agreement ("Agreement") is entered into by and between the parties identified below on the Effective Date set forth herein.

Client Name:     Provider Name:

RECITALS

WHEREAS, Client is engaged in the business of operating and developing business concepts, and desires to engage Provider to perform certain services to support Client's business initiatives; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the services described in this Agreement on the terms set forth herein; and

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

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below. Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services. All amounts are in United States dollars unless otherwise specified. Unless otherwise agreed in writing, Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses.

All undisputed amounts are due within thirty (30) days of invoice unless otherwise specified above. Client shall timely pay invoiced amounts and shall notify Provider in writing of any disputed portion within fifteen (15) days of receipt of the invoice, specifying the basis for the dispute. Failure to timely dispute an invoice shall constitute acceptance of the invoice.

3. TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date and continue until the End Date or until earlier termination in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party of . Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach.

4. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public business, technical, financial and other information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential. Each receiving party shall: (a) hold Confidential Information in confidence and not disclose it to any third party except as permitted herein; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) take at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes publicly known through no act or omission of the receiving party; (ii) was rightfully in the receiving party’s possession prior to receipt from the disclosing party without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. Upon termination of this Agreement, the receiving party shall return or certify destruction of Confidential Information as requested by the disclosing party.

5. REPRESENTATIONS; WARRANTIES; INDEMNITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the services will be performed in a competent and professional manner consistent with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

Provider shall indemnify and hold harmless Client from and against any third-party claims to the extent arising from Provider's gross negligence or willful misconduct in the performance of services. Client shall indemnify and hold harmless Provider from and against any third-party claims to the extent arising from Client's breach of this Agreement or misuse of deliverables.

6. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, fraud, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, indirect, special or punitive damages. Each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the address set forth below or to such other address as the receiving party may designate in writing.

8. 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 that State for any dispute arising out of this Agreement.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of Provider's assets.

The parties acknowledge that they have read and understand this Agreement, and intend to be legally bound by its terms.

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