Miscellaneous ATEI Template

MISCELLANEOUS ATEI TEMPLATE

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

RECITALS

WHEREAS, Client desires to obtain certain services described herein and Provider represents that it has the experience, personnel and capability to perform such services under the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services for Client, including scope, payment, confidentiality, and termination provisions;

WHEREAS, the parties agree that the terms in this Agreement constitute the entire understanding between them and supersede prior communications and proposals.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. Provider shall supply personnel, materials and equipment reasonably necessary to perform the services unless otherwise specified in writing.

PAYMENT TERMS

Unless otherwise expressly agreed in writing, Provider shall submit invoices to Client in accordance with the payment schedule above. All undisputed invoices are due Net days from receipt. Client shall pay all undisputed amounts by electronic transfer or check to the remittance address designated by Provider.

Late payments shall accrue interest at the lesser of (i) , or (ii) the maximum rate permitted by applicable law. In addition, Provider may assess a late administrative fee of for each late invoice.

All prices are exclusive of taxes. Client shall be responsible for any sales, use, value-added or other taxes imposed on the services, except for taxes based on Provider's net income.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

This Agreement shall commence on the Term Commencement Date and shall continue until the Term Expiration Date unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon providing written notice to the other party at least prior to the intended termination date.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, 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 agrees (i) to keep confidential and not disclose any Confidential Information of the other party except as permitted herein, (ii) to use Confidential Information solely for the purposes of performing its obligations under this Agreement, and (iii) to take reasonable measures to prevent unauthorized use or disclosure. The receiving party may disclose Confidential Information to its employees, contractors and advisors who have a strict need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was already rightfully in the receiving party's possession without restriction; (c) is obtained by the receiving party from a third party who had the right to disclose it; or (d) is independently developed by the receiving party. In the event of an unauthorized disclosure, the disclosing party shall be entitled to seek injunctive relief and any other available remedies at law or in equity.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by the state or federal courts located in that State, and the parties hereby submit to the exclusive jurisdiction and venue of such courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger or sale of all or substantially all of its assets.

Survival: The provisions of this Agreement that by their nature are intended to survive termination or expiration (including payment, confidentiality, governing law, warranty disclaimers and indemnities) shall survive.

CONTACT INFORMATION

Sign Now