Client View Document

CLIENT VIEW DOCUMENT

This General Business Agreement (the Agreement) is made and entered into as of / / by and between the parties listed below.

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business and consulting services and Service Provider has represented that it has the qualifications, experience, and ability to perform such services in accordance with the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the services and deliverables provided by Service Provider to Client shall be as set forth in the Scope of Work and subject to the payment, confidentiality, termination, and other provisions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

The Service Provider shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. Any change to the Scope of Work that materially alters fees or delivery dates shall be made only by written amendment signed by both parties.

PAYMENT TERMS

All fees are payable in U.S. dollars unless otherwise agreed. Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses. If Client disputes any invoice, Client must notify Service Provider in writing within ten (10) days of receipt specifying the basis of the dispute; the undisputed portion shall remain payable when due.

TERM AND TERMINATION

The term of 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 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 the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For 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 includes business plans, financial information, customer lists, technical data, and trade secrets.

The receiving party shall (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to employees or contractors with a need to know and subject to confidentiality obligations at least as protective as those herein, and (c) protect the Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was in the receiving party's possession prior to disclosure, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is rightfully obtained from a third party without confidentiality obligation.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. The parties acknowledge that any breach of this Section may cause irreparable harm for which monetary damages may be inadequate and agree that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies.

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 any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS PROVISIONS

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 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 merger or sale of substantially all of its assets. The parties are independent contractors; nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

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