Business Template Tri 2

Business Template Tri 2

RECITALS

This General Business Agreement (the Agreement) is made effective as of between Service Provider: and Client: .

WHEREAS, the Service Provider has expertise in providing the services described herein and is willing to perform such services for the Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the Client desires to retain the Service Provider to perform the services described in the Scope of Work and to compensate the Service Provider in accordance with the Payment Terms set forth below.

SCOPE OF WORK

The Service Provider shall perform the services and deliverables as described below. The parties acknowledge that any material changes to scope, deliverables, or timelines shall require written amendment and may require adjustment to fees.

PAYMENT TERMS

Client agrees to pay Service Provider in accordance with the schedule and amounts set forth below. All amounts are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after receipt of written notice describing the breach with reasonable specificity.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by one party (the Discloser) to the other party (the Recipient), whether written, oral, electronic or in any other form, 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. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Recipient; (b) was known to the Recipient prior to disclosure by the Discloser without restriction on use or disclosure; or (c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

The Recipient shall (i) protect and safeguard the Confidential Information with at least the same degree of care it uses to protect its own highly confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for the performance of obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a strict need to know and who are bound by written confidentiality obligations no less protective than those set forth herein. The Recipient may disclose Confidential Information when compelled by law, provided the Recipient gives the Discloser prompt notice and cooperates to seek confidential treatment or other protective relief.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments signed 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, negotiations and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

Remedies: The parties acknowledge that a breach of the confidentiality provisions would cause irreparable harm for which monetary damages would be inadequate. Accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

NOTICES

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