Miscellaneous Business Document Template

General Business Agreement

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client Name: is engaged in the business of providing goods and/or services and desires to retain Contractor to perform certain work described herein; and

WHEREAS, Contractor Name: has the experience and capacity to perform such work under the terms and conditions set forth in this Agreement.

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

Scope of Work

Payment Terms

All payments are due in accordance with the payment schedule set forth above. Client shall reimburse Contractor for reasonable and documented out-of-pocket expenses pre-approved in writing. If any undisputed amount remains unpaid beyond the due date, Contractor may suspend performance after providing five (5) days' written notice and shall be entitled to interest at the rate specified above and collection costs, including attorney fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Contractor for all services performed and reimbursable expenses incurred up to the effective date of termination and any reasonable wind-down costs. Sections concerning confidentiality, indemnification, limitation of liability, and payment shall survive termination.

Confidentiality

For the purposes of this Agreement, Confidential Information means all non-public, proprietary, or business information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form, including technical data, trade secrets, pricing, customer information, marketing plans, and the terms of this Agreement. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully in the Receiving Party's possession before receipt from the Disclosing Party as shown by written records; (c) is rightfully received by the Receiving Party 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) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein, and (iii) use Confidential Information only to perform its obligations under this Agreement. The obligations set forth in this Section shall continue for a period of three (3) years following termination or expiration of this Agreement, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

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.

Miscellaneous Provisions

Entire Agreement: This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, 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.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or to any successor by merger or sale of substantially all of its assets, provided the assignee assumes all obligations under this Agreement.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the parties' original intent.

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