Business Type B Document

Business Type B Document

This General Business Agreement ("Agreement") is made effective as of Effective Date: by and between Party A: , with principal place of business at ; and Party B: , with principal place of business at .

Recitals

WHEREAS, Party A is engaged in the business of providing certain goods and services described herein; and

WHEREAS, Party B desires to retain Party A to perform such goods and services under the terms set forth in this Agreement, and Party A is willing to perform such goods and services on the terms and conditions contained herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of such goods and services.

1. Scope of Work

Party A shall perform the services and provide deliverables as described in the scope below. The services shall include, without limitation, the tasks, milestones and deliverables described by the parties. Party A will use commercially reasonable efforts to meet agreed milestones and deliverables.

2. Payment Terms

Compensation for the services rendered by Party A shall be set forth as follows. All payments shall be due in United States dollars unless otherwise agreed in writing. Party B shall pay Party A in accordance with the schedule below.

If any payment due under this Agreement is not received by Party A within days following the due date, Party B shall be assessed a late fee equal to percent per month on the unpaid balance, compounded monthly, or the maximum amount permitted by applicable law, whichever is less.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the intended termination date. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations. Sections that by their nature survive termination shall survive.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either 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 includes, without limitation, business plans, technical data, pricing, and customer information.

Each party agrees to: (a) hold Confidential Information of the other party in strict confidence; (b) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those set forth herein.

The obligations in this Section shall not apply to information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) is rightfully known to the receiving party prior to disclosure; (iii) is independently developed without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates to seek a protective order or other appropriate remedy.

5. 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.

6. Entire Agreement

This Agreement, including any attachments or exhibits explicitly incorporated by reference, 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

7. Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations hereunder.

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

All notices under this Agreement shall be in writing and sent to the addresses set forth below for each party or to such other address as either party designates by written notice to the other.

Acknowledgment

Each party represents and warrants that it has the authority to enter into this Agreement, that the person signing below is duly authorized to execute this Agreement on its behalf, and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

Sign Now