Initial Business Document Template

INITIAL BUSINESS DOCUMENT TEMPLATE

This General Business Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with principal place of business at Client Address: , and Service Provider Name: with principal place of business at Provider Address: .

RECITALS

WHEREAS, Client is engaged in the business of procuring goods and services and requires certain services described herein; and

WHEREAS, Service Provider possesses professional experience, personnel, and resources necessary to perform the services described in this Agreement and agrees to provide such services under the terms and conditions set forth below; and

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

SCOPE OF WORK

The Service Provider shall perform the services described above in a professional and workmanlike manner and in accordance with industry standards. Any change to the Scope of Work that materially alters cost or schedule shall be made only by written amendment signed by both parties.

PAYMENT TERMS

Deposit: Client shall pay a deposit of upon execution of this Agreement, unless otherwise agreed in writing.

Late Fee: Invoices not paid within days of invoice date will incur a late fee of % per month on the outstanding balance, compounded monthly, to the fullest extent permitted by applicable law.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination. Termination shall not relieve Client of the obligation to pay for services satisfactorily rendered through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, in writing, or by inspection, that is identified as confidential or that by its nature should reasonably be understood to be confidential.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, (ii) not disclose Confidential Information to any third party except as expressly permitted, and (iii) use Confidential Information solely for the purposes of performing obligations under this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party’s possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed without use of or reference to the disclosing party’s Confidential Information.

Return or Destruction: Upon termination of this Agreement or upon written request, the receiving party will return or destroy all materials containing Confidential Information and certify such return or destruction in writing.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a competent and professional manner consistent with industry standards. Each party shall indemnify, defend and hold harmless the other party against third-party claims arising from the indemnifying party’s gross negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

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.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties cannot resolve the dispute within thirty (30) days, either party may pursue any remedies available at law or in equity.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

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

ENTIRE AGREEMENT

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, proposals, negotiations and understandings, whether written or oral.

NOTICES

ENTITY TYPE

Client Entity Type: Individual Corporation LLC Partnership

Service Provider Entity Type: Individual Corporation LLC Partnership

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