Legal Court Template

LEGAL COURT TEMPLATE — GENERAL BUSINESS AGREEMENT

This Agreement is entered into as of (Effective Date) by and between:

WHEREAS

WHEREAS, Client engages Provider to perform certain professional services as set forth in this Agreement and Provider represents that it has the experience, qualifications and personnel necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider.

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

1. SCOPE OF WORK

Provider shall perform the services described below in a timely, competent and professional manner in accordance with applicable law and industry standards.

2. PAYMENT TERMS

Compensation for the services rendered by Provider shall be as set forth below. All amounts are expressed in United States dollars unless otherwise indicated.

Provider shall invoice Client in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt of invoice. Any undisputed amount not paid when due shall accrue interest as set forth above. In the event of nonpayment, Provider may suspend performance after providing written notice and a day cure period. Client shall be responsible for reasonable costs of collection, including attorney fees and court costs, where permitted by law.

3. TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall expire on .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may also terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall be without prejudice to any rights or liabilities accrued prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public, proprietary or confidential information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. 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 lawful possession prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure, and (iii) limit disclosures to those employees, contractors or advisors with a need to know, provided such persons are bound to confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets where applicable law shall control.

5. REPRESENTATIONS; INSURANCE

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider shall maintain, at its expense, insurance of types and amounts customary for the activities contemplated by this Agreement and shall provide certificates of insurance upon reasonable request.

6. 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 of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement, provided that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

8. MISCELLANEOUS

a) Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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

c) Waiver: A waiver of any breach or right under this Agreement must be in writing to be effective and shall not operate as a waiver of any other breach or right.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation when agreed in writing. Notices are effective on receipt.

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