Mennonite Document Template

MENNONITE DOCUMENT TEMPLATE

This General Business Agreement (Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Party A has expertise in the provision of goods and services described herein and is willing to provide such goods and services to Party B under the terms set forth in this Agreement;

WHEREAS, Party B desires to engage Party A to perform the services described in this Agreement and to compensate Party A in accordance with the Payment Terms herein; and

WHEREAS, the parties intend for this Agreement to reflect the mutual promises, covenants and understandings of the parties regarding the subject matter hereof.

SCOPE OF WORK

Party A shall perform the services with commercially reasonable skill and care and shall deliver completed deliverables in accordance with any schedule set forth in the Scope of Work. Any change to the Scope of Work must be agreed in writing by authorized representatives of both parties.

PAYMENT TERMS

All amounts are payable in United States dollars unless otherwise agreed in writing. Party A shall invoice Party B in accordance with the Payment Schedule. Unless otherwise agreed, Party B shall pay undisputed invoices within thirty (30) days of receipt. Payment obligations are independent of any dispute concerning performance except as otherwise provided in this Agreement. Taxes attributable to payments hereunder shall be the responsibility of the party required by law to remit such taxes.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination. Sections that by their nature survive termination shall continue in full force and effect.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to those employees, agents or contractors who have a need to know and who are bound by confidentiality protections at least as protective as those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that: (i) is or becomes public through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify such destruction if requested. Equitable relief, including injunctive relief, shall be available for breach of this Section in addition to any other remedies.

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors. Neither party shall be deemed an agent, employee or partner of the other. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a sale of substantially all of its assets or a merger without such consent. Notices shall be delivered to the addresses set forth above and shall be effective upon receipt.

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