Business Template

GENERAL BUSINESS AGREEMENT

Agreement Date:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing goods and professional services as described in this Agreement, and represents that Party A has the expertise, personnel and resources necessary to perform the scope of work set forth herein; and

WHEREAS, Party B desires to engage Party A to perform such services under the terms and conditions of this Agreement and Party A agrees to perform those services for Party B in accordance with the terms set forth below.

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

Scope of Work

Party A shall perform the services with commercially reasonable skill and diligence in accordance with industry standards and shall deliver any deliverables described in the Scope of Work by the agreed milestones set forth in writing between the parties.

Payment Terms

If any undisputed amount due under this Agreement is not paid within days after the due date, such overdue amount shall accrue interest at a rate of % per month (or the maximum permitted by law), and Party B shall pay a late fee of $ for administrative costs. Interest shall accrue from the date the payment was due until paid in full.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non‑public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Receiving Party shall (a) use the Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors and agents on a need‑to‑know basis who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is (i) or becomes generally available to the public other than by breach of this Agreement, (ii) was lawfully in the Receiving Party's possession prior to disclosure, (iii) is obtained by the Receiving Party from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Remedies for breach include injunctive relief and recovery of damages.

Representations; Independent Contractor

Each party represents that it has the full power and authority to enter into this Agreement. Party A is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer‑employee relationship between the parties.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, 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.

Entire Agreement; Amendment

This Agreement, together with any exhibits, schedules or statements of work expressly incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, representations and understandings, whether oral or written. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Remedies

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

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