Lenovo Business Document Template

LENOVO BUSINESS DOCUMENT TEMPLATE

This General Business Agreement ("Agreement") is entered into by and between Company Name: with principal place of business at:

and Counterparty Name: with principal place of business at:

Effective Date:

WHEREAS

WHEREAS, Company provides certain products, services and technical expertise in the information technology and systems integration sector and desires to engage Counterparty to perform services described below under the terms of this Agreement; and

WHEREAS, Counterparty represents that it has the skill, personnel and resources necessary to perform the services and deliverables set forth herein and agrees to perform such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope, schedule, compensation and other material terms governing their business relationship.

SCOPE OF WORK

Counterparty shall perform the services and deliverables described below in a professional and workmanlike manner, consistent with industry standards and the schedule agreed by the parties.

PAYMENT TERMS

Compensation for the Services shall be as follows. All fees are payable in United States dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law. In addition, Counterparty shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues through End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, Counterparty shall deliver all completed and in-progress work, return all Company Confidential Information, and cooperate with Company in transition activities reasonably necessary to minimize disruption to business operations. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in any form, including business plans, technical data, product roadmaps, pricing, customer information, and trade secrets. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach by Recipient; (b) was rightfully in Recipient's possession prior to disclosure; (c) is rightfully received from a third party without restriction on disclosure; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall: (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to the extent necessary to perform this Agreement and provided such third parties are bound by confidentiality obligations at least as protective as those herein.

Recipient may disclose Confidential Information to the extent required by applicable law or valid court order, provided Recipient gives Discloser prompt written notice sufficient to permit Discloser to seek a protective order or other appropriate remedy. The parties acknowledge that breach of this Section would cause irreparable harm for which monetary damages may be inadequate, and Discloser shall be entitled to injunction and other equitable relief to prevent or remedy such breach, in addition to any other remedies available at law or in equity.

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 any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and written statements of work executed by the parties, 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 oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. The waivers, remedies and the rights herein are cumulative and in addition to all other rights and remedies available at law or in equity.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings used herein are for convenience only and shall not affect interpretation.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first written above.

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