Business Web Form

GENERAL BUSINESS AGREEMENT — BUSINESS WEB FORM

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with Address: , and Service Provider Name: with Address: .

RECITALS

WHEREAS, Client requires website-related professional services, including but not limited to design, development, hosting coordination, and maintenance; and

WHEREAS, Service Provider represents that it has the experience and expertise to provide the required services and desires to provide such services to Client under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

1. SCOPE OF WORK

2. PAYMENT TERMS

Total Fee (USD):

Invoicing Terms: Invoices are due and payable within days of receipt. Late payments shall incur a late fee of % per month (or the maximum lawful rate) on any unpaid balance, plus any collection costs and attorney fees reasonably incurred by the non-defaulting party.

3. TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written 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. Confidential Information excludes information that (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall not disclose Confidential Information to any third party except to employees, contractors, or professional advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein. The receiving party shall use Confidential Information solely to perform obligations under this Agreement. Upon termination or upon the disclosing party's written request, the receiving party shall return or destroy all Confidential Information and certify such return or destruction.

5. INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Client shall retain ownership of Client-provided materials and content. Service Provider shall retain ownership of pre-existing tools, methodologies, and general know-how. Upon full payment for services and deliverables specifically commissioned hereunder, Service Provider assigns to Client all right, title and interest in and to the deliverables created exclusively for Client, subject to Service Provider's right to use general skills, ideas and non-confidential know-how. Any third-party materials integrated into deliverables are subject to their existing licenses.

6. WARRANTIES, LIMITATION OF LIABILITY

Each party represents that it has the full right and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR SIX (6) MONTHS.

7. 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. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by duly authorized representatives of both parties.

9. MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing. 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 this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

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