Business Temple Template

BUSINESS TEMPLE TEMPLATE

This General Business Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business advisory, operational, and project services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel, and qualifications to perform the services described in this Agreement in a professional manner consistent with industry standards.

Scope of Work

Service Provider shall provide the services, deliverables and performance described below. The parties agree that specific tasks, milestones and acceptance criteria will be documented as necessary and attached as addenda to this Agreement.

Payment Terms

In consideration for the services to be performed, Client shall pay Service Provider as set forth below. All fees are due in United States dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the payment schedule. Client shall pay each invoice within days of receipt unless otherwise agreed in writing.

Late payments shall accrue interest at a rate of % per month (or the maximum rate permitted by applicable law, if less), computed monthly from the due date until paid in full. In addition, Client shall be responsible for reasonable collection costs.

Term and Termination

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

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 the breaching party fails to cure within a reasonable period not to exceed 30 days following written notice.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay for all services rendered and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") agrees to maintain in confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") 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"). The Receiving Party shall not use Confidential Information except as necessary to perform its obligations under this Agreement, and shall not disclose Confidential Information to any third party except (a) to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, or (b) as required by law, provided that the Receiving Party gives prompt notice to the Disclosing Party where permitted and uses reasonable efforts to limit disclosure.

Confidential Information shall not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Intellectual Property & Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual license to use deliverables furnished under this Agreement solely for Client's internal business purposes. Service Provider shall retain ownership of pre-existing intellectual property and of general know-how, methodologies, and tools developed outside the scope of Client-specific deliverables.

Representations; Independent Contractor; Indemnity

Each party represents that it has the power and authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in connection with performance under this Agreement.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party shall be liable for indirect, incidental, consequential or punitive damages, and aggregate liability shall not exceed the total fees paid by Client to Service Provider under this Agreement during the preceding twelve (12) months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes not subject to mandatory arbitration.

Entire Agreement; Amendments

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

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Delivery by personal delivery, nationally-recognized overnight courier, or certified mail shall be effective upon receipt.

Execution

The parties hereby execute this Agreement through their duly authorized representatives as of the date first written above.

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