Document Pending Signature

DOCUMENT PENDING SIGNATURE

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

WHEREAS

WHEREAS, Client Name: seeks to obtain certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and capability to perform such services under the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

SCOPE OF WORK

The Service Provider shall perform the work described above in a professional and workmanlike manner and shall comply with all applicable laws, codes, and industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth in the Description of Services unless otherwise agreed in a written amendment signed by both parties.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Service Provider in accordance with the Payment Schedule. All invoices are due within Payment Due Days: days of invoice receipt. Late payments shall accrue interest at the rate of Late Fee: and Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: 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 Notice Period (days): days prior to the intended termination date. Either party may terminate immediately upon written notice if the other party materially breaches any representation, warranty, or obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, 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 receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement by the receiving party; (ii) is or becomes available to the receiving party from a source other than the disclosing party when such source is not, to the receiving party's knowledge, subject to an obligation of confidentiality to the disclosing party; or (iii) was known to the receiving party prior to disclosure. The parties acknowledge that monetary damages may be an insufficient remedy for breach of this Section and that the disclosing party shall be entitled to seek injunctive relief and any other available equitable remedy without waiving any other rights or remedies.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement shall create an employment, agency, joint venture, or partnership relationship between them. If any provision of this Agreement is found unenforceable, the remainder shall continue in full force and effect to the maximum extent permitted by law.

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