Business US Document

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into by and between Client Name: with principal address: and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client requires certain business services and deliverables described below; and

WHEREAS, Service Provider represents that it has the professional capacity, personnel, and resources necessary to perform the services described in this Agreement in a timely and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

SCOPE OF WORK

The Service Provider shall perform the services as described in the Description of Services above and shall deliver any tangible or electronic deliverables specified therein. Service Provider agrees to perform all work in accordance with applicable professional standards and in compliance with all applicable laws and regulations.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Service Provider for the services and deliverables in accordance with the Payment Schedule above. All invoices are due within days of invoice date. Overdue amounts shall accrue interest at the rate of per month (or the maximum rate permitted by law, if lower), plus reasonable collection costs.

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 providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of the obligation to pay for services properly performed and deliverables properly delivered prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public, proprietary, or commercially sensitive information disclosed by one party to the other, whether orally, in writing, or by inspection of tangible objects. Each 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 or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was lawfully 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 Confidential Information. In the event of a compelled disclosure required by law, the receiving party shall provide prompt written notice to the disclosing party where legally permissible and cooperate in any lawful effort to limit disclosure.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved by negotiation within forty-five (45) days, the parties may pursue any remedies available at law or in equity in the courts of the chosen state.

LIMITATION OF LIABILITY

Except for liability arising from a party's intentional misconduct, gross negligence, or breach of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates by written notice.

PARTY INFORMATION

Individual LLC Corporation

Individual LLC Corporation

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