Business YLA Document

BUSINESS YLA DOCUMENT

This General Business Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: , a business with principal place of business at (Client), and Provider Name: , a business with principal place of business at (Provider).

RECITALS

WHEREAS, Client desires to retain Provider to perform certain services described herein and Provider represents that it has the necessary experience, personnel, and resources to perform such services; and

WHEREAS, Provider agrees to perform the services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality, term and other provisions governing their relationship.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Provider shall supply all labor, materials, equipment, and supervision unless otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Provider a total fee of USD for the services rendered under this Agreement, payable as follows:

Payments not received by the due date shall accrue a late fee equal to per month on the unpaid balance, or the maximum permitted by law, whichever is less. In addition, Client shall pay a one-time administrative charge of USD for any invoice unpaid after the applicable grace period.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party.

For material breach of this Agreement, the non-breaching party may terminate if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

“Confidential Information” means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) relating to business plans, financial information, trade secrets, technical data, customer lists, pricing, or other proprietary information 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.

Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential obligations shall continue for years following termination or expiration of this Agreement, except for trade secrets, which shall be protected for as long as such information remains a trade secret under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

MISCELLANEOUS

Independent Contractor. Provider is an independent contractor and not an employee, agent, or partner of Client. Provider shall be solely responsible for payment of all taxes, withholdings and other statutory obligations relating to its performance hereunder.

Indemnification. Each party shall indemnify and hold harmless the other party and its officers, directors, employees and agents from and against any and all liabilities, losses, damages, claims and expenses (including reasonable attorneys' fees) arising out of the indemnitee's breach of this Agreement or the negligence or willful misconduct of the indemnitor.

Limitation of Liability. Except for liability resulting from a party's willful misconduct or breach of its confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall not exceed the total amounts paid or payable under this Agreement during the six (6) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original business purpose.

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