Business Template TM01

BUSINESS TEMPLATE TM01

This General Business Agreement ("Agreement") is entered into by and between Company Name: with principal place of business at and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Company desires to retain Contractor to perform certain services and to deliver certain deliverables described herein; and

WHEREAS, Contractor has represented that Contractor has the necessary expertise, personnel, and resources to perform such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Compensation: Company shall pay Contractor the total fee of USD for the services described herein, subject to the schedule below.

Invoices shall be submitted by Contractor to the Company in writing and are payable in accordance with the payment schedule. All payments shall be made in United States dollars unless otherwise agreed in writing. Company reserves the right to withhold payments for nonconforming or noncompliant deliverables until corrected.

TERM AND TERMINATION

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

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party to the other, whether disclosed orally or in writing, 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.

Obligations: Each party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) limit disclosure to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Ownership: Unless otherwise agreed in writing, Contractor assigns to Company all worldwide right, title and interest in and to all deliverables and work product developed specifically for Company under this Agreement. Contractor may retain copies of its general know-how, methodologies, and tools, provided such materials do not contain or disclose Company's Confidential Information or proprietary material.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct or a party's breach of confidentiality or indemnification obligations, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the total fees paid to Contractor under this Agreement.

NOTICES

All notices must be in writing and delivered by certified mail, courier, or personal delivery to the addresses set forth above or such other address as a party may designate in writing.

GOVERNING LAW; DISPUTE RESOLUTION

The parties agree that this Agreement will be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives; if unresolved, disputes shall be resolved by binding arbitration conducted in the governing jurisdiction, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including its Exhibits and attachments, 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 written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS; AUTHORITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations hereunder and that the person signing this Agreement on its behalf is duly authorized to bind that party.

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