Custom Document Template

CUSTOM DOCUMENT TEMPLATE

Parties

This General Business Agreement ("Agreement") is made effective as of between Service Provider: , Address: and Client Name: , Address: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing the goods and services described in this Agreement and possesses the experience, personnel and resources necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform the services under the terms and conditions set forth herein, and Service Provider is willing to perform such services for Client; and

WHEREAS, the parties desire to set forth the respective rights and obligations of each party with respect to the performance of the services.

Scope of Work

Service Provider shall perform the work described above in a professional and workmanlike manner in accordance with industry standards. Service Provider shall provide all labor, materials, equipment and supervision necessary to complete the services except as expressly set forth herein.

Payment Terms

Service Provider will submit invoices to Client in accordance with the payment schedule. Client shall pay each undisputed invoice within days of receipt. Disputed items will be resolved in good faith and the undisputed portion shall be paid when due.

Any undisputed past-due amount shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if lower), plus reasonable costs of collection.

Term and Termination

Term: 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 material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination, except as otherwise expressly provided in this Agreement.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach of this Agreement by the receiving party; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Each party shall (i) use Confidential Information of the other party solely to perform its obligations or exercise its rights under this Agreement, (ii) restrict disclosure of Confidential Information to its employees, contractors and advisors on a need-to-know basis, and (iii) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations under this Section shall continue for years after termination or expiration of this Agreement, except to the extent a longer period is required by applicable law.

Representations; Independent Contractor; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider is an independent contractor and is not an employee, partner, or joint venturer of Client. Service Provider is solely responsible for withholding and paying all applicable taxes and benefits for its personnel.

Each party shall indemnify, defend and hold harmless the other party from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If the parties are unable to resolve a dispute within thirty (30) days, either party may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

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. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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