Business Universal Document

Business Universal Document

Effective Date:

This General Business Agreement (the "Agreement") is entered into as of the Effective Date by and between Client Name: with principal address at (hereinafter "Client"), and Contractor Name: with principal address at (hereinafter "Contractor").

WHEREAS

WHEREAS, Client desires to retain Contractor to perform certain services and produce deliverables as set forth in this Agreement; and

WHEREAS, Contractor represents that it has the experience, qualifications, personnel and resources necessary to perform the services described herein pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement in writing with respect to the subject matter hereof.

Scope of Work

Payment Terms

Compensation: Client shall pay Contractor a total fee of for the services described above, subject to the payment schedule below.

Invoicing and Payment Terms: Contractor shall deliver invoices to Client in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Payment shall be made in lawful currency by check or electronic transfer to the account designated by Contractor.

Late Fee: Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus any collection costs and attorneys' fees reasonably incurred by the prevailing party in enforcing payment.

Taxes and Expenses: Unless otherwise stated, the fees do not include taxes. Client shall reimburse Contractor for pre-approved out-of-pocket expenses incurred in connection with performance, upon submission of supporting receipts.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party given at least days in advance.

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

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether written, oral or electronic, 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.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully known to the receiving party before disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Return or Destruction: Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law, regulation, or bona fide internal record-keeping requirements.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to principles of conflicts of law.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity.

Miscellaneous

Independent Contractor: Contractor is an independent contractor and not an employee, partner or joint venturer of Client. Contractor has no authority to bind Client except as expressly set forth herein.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) to the extent arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments 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 modification of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both parties.

Notices

Entity Types and Representations

Client represents that it is properly formed and in good standing under the laws of the jurisdiction of its formation. Check entity type(s): Individual Corporation LLC Partnership

Contractor represents that it is properly formed and in good standing under the laws of the jurisdiction of its formation. Check entity type(s): Individual Corporation LLC Partnership

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