Edited Document Template

EDITED DOCUMENT TEMPLATE

This General Business Agreement (the Agreement) is entered into effective as of Effective Date: by and between:

RECITALS

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

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, payment, confidentiality, term, and termination of the services to be provided;

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

1. SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The scope may be amended only by a written change order signed by both parties.

2. PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services performed under this Agreement. All payments are due in United States dollars unless otherwise agreed in writing.

All undisputed amounts not paid when due shall accrue interest at the rate specified above. In addition to other remedies, Service Provider may suspend performance for nonpayment after providing written notice and a reasonable cure period.

3. 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 providing written notice no fewer than days to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments reasonably incurred.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all nonpublic information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether oral, written, electronic, or other tangible form, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

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

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully known to Receiving Party without obligation of confidentiality prior to disclosure by Disclosing Party; (iii) is independently developed by Receiving Party without use of Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law, provided that Receiving Party gives prompt notice to Disclosing Party and cooperates in seeking protective measures.

The obligations in this Section shall survive termination 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.

5. REPRESENTATIONS; INDEPENDENT CONTRACTOR

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

6. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate in writing.

7. 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, or written modifications signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

9. 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 invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

MISCELLANEOUS

Any delay or failure to exercise any right or remedy shall not constitute a waiver. Remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or equity. Headings are for convenience only and do not affect interpretation.

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