Business Testing Page

Business Testing Page

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

Client Name:     Address:

Service Provider:     Address:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services described in this Agreement and Service Provider has the capability and expertise to perform such services under the terms set forth herein;

WHEREAS, the parties desire to set forth the terms and conditions of their relationship, including payment, confidentiality, and the scope of services;

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

1. Scope of Work

Service Provider will perform the services described below in a professional manner consistent with industry standards. The parties acknowledge that the following description identifies the initial scope; any material additions or changes shall be documented and signed by both parties.

2. Payment Terms

As compensation for the services, Client shall pay Service Provider in accordance with the following terms.

Any undisputed amount not paid within days after the invoice due date shall accrue a late fee of per month (or the maximum allowable by law, if less), plus reasonable costs of collection, including attorneys' fees.

3. 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 days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of such breach.

4. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, 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 known to the public other than through a breach of this Agreement; (b) was in the receiving party's lawful possession prior to the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as the receiving party uses to protect its own confidential information, but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement; and (iii) use Confidential Information solely to perform under this Agreement. Upon termination or upon written request, the receiving party shall return or destroy all Confidential Information and certify such return or destruction in writing.

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 in that state for resolution of any disputes arising under this Agreement.

6. Entire Agreement; Amendments

This Agreement, together with any written attachments or exhibits executed 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, and communications, whether oral or written. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

7. Additional Provisions

7.1 Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

7.2 Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, or punitive damages. Each party's aggregate liability for claims under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7.3 Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice to the other. Notices are effective upon receipt.

Acknowledgment

Each party represents and warrants that the person signing below has the authority to bind the party to the terms of this Agreement. The parties have executed this Agreement as of the Effective Date first written above.

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