Business TN Document

Business TN Document

This General Business Agreement ("Agreement") is made and entered into on the Effective Date: by and between Party A: with principal address , and Party B: with principal address .

RECITALS

WHEREAS, Party A is engaged in the business of providing goods and services described herein and possesses expertise and resources relevant to the projects contemplated by this Agreement;

WHEREAS, Party B desires to retain Party A to perform certain services and Party A agrees to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties wish to set forth their respective rights and obligations in writing.

SCOPE OF WORK

Party A will perform the services described below in accordance with the standards of the applicable profession and industry. Party A shall provide labor, materials, supervision, and coordination necessary to complete the work.

PAYMENT TERMS

Compensation for the services performed under this Agreement shall be as follows:

Invoices shall be submitted by Party A to Party B and are due within days of receipt unless otherwise agreed in writing.

Late payments will accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by law, and a late fee minimum of may be applied to each late invoice.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date.

Either party may terminate this Agreement immediately for cause if the other party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party nor use for any purpose other than performing its obligations under this Agreement any Confidential Information of the other party (the "Disclosing Party"). Confidential Information includes non-public business information, technical data, trade secrets, pricing, customer lists, and other proprietary information disclosed orally, in writing, or by inspection.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments and exhibits expressly incorporated herein, 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 oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations under this Agreement.

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