Business Welker Document

Business Welker Document

Parties

This General Business Agreement (the "Agreement") is made and entered into effective as of (the "Effective Date"), by and between and .

WHEREAS

WHEREAS, Provider is engaged in the business of offering professional services, including but not limited to consulting, technical, and advisory services; and

WHEREAS, Client desires to engage Provider to perform certain services as set forth in this Agreement and Provider is willing to provide such services under the terms and conditions set forth herein.

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards:

Payment Terms

Client shall pay Provider for the services performed as follows. All payments are non-refundable except as otherwise expressly provided in this Agreement.

Deposit due upon signing:

Milestone payments as described in Scope of Work

Net terms: days from invoice date

Any overdue amount shall accrue interest at the lesser of (i) the rate of per month or (ii) the maximum rate permitted by law. In addition, Provider may suspend performance until amounts due are paid in full.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

Confidentiality

"Confidential Information" means 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. Each party shall (i) keep confidential and not disclose to any third party Confidential Information of the other party, (ii) use Confidential Information only to perform its obligations under this Agreement, and (iii) take reasonable measures to protect such Confidential Information, which shall be no less than those it uses to protect its own confidential information of similar importance.

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to Discloser; (b) was known to Recipient prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by Recipient without reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice and cooperates in any lawful effort to limit the disclosure.

Representations, Warranties, and Limitations

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Provider represents that the services will be provided in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If the parties cannot resolve a dispute within 30 days, the dispute shall be resolved by binding arbitration administered in accordance with the parties' agreement to arbitrate.

Entire Agreement

This Agreement, together with any attachments and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be 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 that Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets.

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