Business T Signed

Business T Signed

This General Business Agreement ("Agreement") is entered into as of Day: Month: Year: by and between Client Name: ("Party A") and Service Provider Name: ("Party B").

RECITALS

WHEREAS, Party A is engaged in the business of procuring goods and services and desires to obtain certain services from Party B under the terms set forth herein; and

WHEREAS, Party B represents that it has the necessary expertise, personnel, and resources to perform the services described in this Agreement and is willing to perform such services for Party A in accordance with the terms and conditions below.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Party B shall perform the services with the degree of skill and care ordinarily exercised by professionals in Party B's industry. Any changes to the scope that materially affect cost or schedule shall require written amendment by authorized representatives of both parties.

2. PAYMENT TERMS

Invoices are due net days from invoice date unless otherwise specified. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less. All payments shall be made in lawful currency and are exclusive of applicable taxes unless otherwise stated.

3. TERM AND TERMINATION

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; or (iii) is rightfully obtained from a third party without restriction.

The receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict access to Confidential Information to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing party except as required by law. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses with its own confidential information but in no event less than reasonable care.

Upon termination or expiration, the receiving party shall, at the disclosing party's option, return or destroy all Confidential Information and certify in writing the destruction or return of such materials within thirty (30) days.

By checking this box, the parties agree that Confidential Information will be returned or destroyed in accordance with the preceding paragraph.

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

6. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. No amendment, modification, or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

7. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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