Fillable PDF Template

GENERAL BUSINESS AGREEMENT — FILLABLE PDF TEMPLATE

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

WHEREAS

WHEREAS, Client desires to engage Contractor to perform certain consulting, development, or other business services described herein, and Contractor has the experience and capability to perform such services under the terms set forth below.

WHEREAS, the Parties wish to define their respective rights and obligations with respect to the Services and related deliverables, including payment, confidentiality, term and termination, and governing law.

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

SCOPE OF WORK

Contractor shall perform the services and deliver the deliverables described below (collectively, the Services). Contractor shall perform the Services in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in accordance with the schedule. All fees are due in United States dollars unless otherwise specified.

All amounts payable hereunder are exclusive of taxes. Client shall be responsible for any sales, use, value added or similar taxes imposed on the fees, excluding taxes based on Contractor's income.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated as provided herein, continues until the End Date or until the Services are completed and final payment is made.

Start Date: .

End Date: .

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within the notice period specified above following written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each Party acknowledges that, in connection with the performance of this Agreement, it may receive Confidential Information of the other Party. "Confidential Information" means non-public information designated as confidential by the disclosing Party or which reasonably should be understood to be confidential given its nature.

Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those of its employees, contractors, or advisors who have a need to know and are bound to confidentiality substantially similar to this Agreement, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes generally known to the public through no fault of Recipient, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall, at Discloser's option, return or destroy all Confidential Information and certify such destruction in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

GENERAL PROVISIONS

Entire Agreement: This Agreement, including any exhibits and attachments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

Amendment: No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

Assignment: Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign to a successor by merger or sale of substantially all assets provided that the assignee assumes the assigning Party's obligations hereunder.

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

NOTICES

Notices to Client

Notices to Contractor

MISCELLANEOUS

Independent Contractor: Contractor is an independent contractor and not an employee or agent of Client. Contractor is solely responsible for taxes, benefits and other obligations arising from its performance hereunder.

Insurance: Contractor shall maintain appropriate insurance coverage as required to perform the Services and shall provide evidence of such coverage upon Client's reasonable request.

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