Executive Document Template

EXECUTIVE DOCUMENT TEMPLATE

This General Business Agreement ("Agreement") is entered into effective as of between Company Name: and Executive Name: .

RECITALS

WHEREAS, Company desires to retain Executive to provide strategic leadership, advisory, and executive management services as set forth in this Agreement; and

WHEREAS, Executive has represented that Executive has the experience, qualifications and ability to provide the services described herein and is willing to provide such services under the terms and conditions set forth; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Executive shall devote such time as is reasonably necessary to perform the services described above. Executive shall report to: .

2. PAYMENT TERMS

Invoices shall be due and payable within days of receipt. Late payments shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by law. In addition, a late fee of may be charged for each late invoice.

3. 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 days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means proprietary or confidential information disclosed by one party to the other, whether oral or written, including without limitation business plans, financial data, trade secrets, client lists, and strategic initiatives. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use the Confidential Information solely for performance under this Agreement, and (iii) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) is rightfully received by the receiving party without restriction from a third party; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or request, receiving party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing upon request.

5. INDEPENDENT CONTRACTOR; INTELLECTUAL PROPERTY

Executive is an independent contractor and not an employee of Company. Executive shall be responsible for all taxes and benefits associated with compensation paid hereunder. Except as otherwise agreed in writing, all work product developed by Executive specifically for Company under this Agreement shall be the sole and exclusive property of Company, and Executive hereby assigns all right, title and interest in such work product to Company.

6. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement. Executive represents that Executive's performance will not violate any agreement with any third party. Executive agrees to indemnify and hold harmless Company from any liabilities, losses or expenses (including reasonable attorneys' fees) arising from Executive's gross negligence, willful misconduct, or breach of the representations contained herein.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO EXECUTIVE UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier, or email with confirmed receipt. Notices are effective upon receipt.

9. 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 laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the county in which Company has its principal place of business, except that either party may seek injunctive relief in a court of competent jurisdiction to protect Confidential Information.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or 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, negotiations and understandings, oral or written. This Agreement may be amended only by a writing signed by both parties.

11. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other except that Company may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms.

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