Business Static Document

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is made and entered into as of Effective Date: by and between Company Name: with principal place of business at , and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Company engages in the business of providing products and services in its ordinary course and desires to retain Contractor to perform certain services as set forth in this Agreement;

WHEREAS, Contractor represents that it has the professional experience, personnel and capability to provide the services described herein and agrees to perform such services for Company under the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: $

Invoices are payable within days of receipt. Late payments shall incur interest at % per month (or the maximum rate permitted by law), calculated monthly on the outstanding balance until paid in full.

Pre-approved out-of-pocket expenses shall be reimbursed by Company upon submission of receipts and documentation. Taxes attributable to payments under this Agreement shall be the responsibility of unless otherwise required by law.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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, including but not limited to business plans, technical data, pricing, customer lists and trade secrets.

Obligation: Receiving party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach by receiving party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or by a court or governmental authority, provided receiving party gives prompt notice to disclosing party to allow it to seek protective measures.

Duration: The confidentiality obligations shall survive termination of this Agreement for from the date of termination, except with respect to trade secrets which shall be protected for as long as such information qualifies as a trade secret.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense or settlement of such claim.

Limitation of Liability: Except for liability arising from breach of confidentiality, indemnification obligations, or willful misconduct, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amount paid or payable to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

NOTICES

GOVERNING LAW AND DISPUTE RESOLUTION

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 laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute through negotiation. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts located in the chosen governing law jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including all attachments and referenced exhibits, 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.

Amendment: No amendment, modification or waiver of any provision of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

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