Execution Version Document

EXECUTION VERSION — GENERAL BUSINESS AGREEMENT

This Execution Version of the General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (referred to herein as "Client") and Contractor Name: (referred to herein as "Contractor"). Client and Contractor are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Client requires the services described in this Agreement and has engaged Contractor to perform such services on the terms and conditions set forth herein; and

WHEREAS, Contractor represents that it has the expertise, personnel and resources necessary to perform the services described in this Agreement and agrees to provide such services in a professional and workmanlike manner; and

WHEREAS, the Parties desire to set forth their rights and obligations, and to confirm that this document constitutes the execution version of the agreement between the Parties.

SCOPE OF WORK

Contractor shall perform the services and deliverables described below. Contractor shall use commercially reasonable efforts to complete the Scope of Work in accordance with the schedule agreed by the Parties and with applicable industry standards.

PAYMENT TERMS

In consideration for Contractor's performance, Client shall pay Contractor the fees set forth herein. All fees are exclusive of taxes unless otherwise stated. Contractor shall submit invoices in accordance with the invoice schedule and Client shall pay undisputed amounts in accordance with the terms below.

Unless otherwise agreed in writing, invoices are due and payable within days of Client's receipt. Overdue amounts shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client may withhold payment for amounts reasonably disputed in good faith pending resolution.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice. Either Party may terminate for convenience upon providing advance written notice of days. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred up to the effective date of termination. Upon termination, Contractor shall deliver all work in progress and any Client property in Contractor's possession.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential. Confidential Information includes business plans, financials, customer lists, technical data, trade secrets and other proprietary information.

The Receiving Party shall: (a) protect 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; (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the Receiving Party; (ii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates to obtain a protective order.

Upon termination or upon written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify in writing that it has complied with this obligation. The obligations in this Section shall survive termination for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction and venue of the courts located in that State for any dispute arising out of or related to this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

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 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.

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality or proprietary rights provisions and that injunctive and equitable relief may be sought in addition to any other remedies available at law or in equity.

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

NOTICES

Sign Now