Miscellaneous Document for Tasneem

Miscellaneous Document for Tasneem

This General Business Agreement (Agreement) is entered into as of the last date set forth below by and between Client Name: and Service Provider Name: . Client and Service Provider are sometimes referred to herein collectively as the Parties and individually as a Party.

RECITALS

WHEREAS, Client requires certain business services and deliverables as described herein, and Service Provider has the expertise and capacity to perform such services; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the scope of work, payment, confidentiality, and other obligations between them.

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

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Service Provider shall assign a project manager and shall provide periodic status updates as reasonably requested by Client.

PAYMENT TERMS

Unless otherwise set forth in the Payment Schedule, payments are due within days of receipt of a properly rendered invoice. Client shall pay all undisputed amounts in accordance with the schedule.

Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by law, if lower). Service Provider may suspend performance if any undisputed payment is more than days overdue after written notice.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated as provided in this Agreement.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if the breaching Party fails to cure such breach within 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 through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a Party to the other Party relating to business plans, financial information, technical data, trade secrets, customer and supplier information, and other proprietary information, whether disclosed orally, in writing, or electronically.

The receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to those employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the performance of this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully in the receiving Party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. Upon termination of this Agreement or upon written request, the receiving Party shall promptly return or destroy the disclosing Party's Confidential Information and certify in writing that it has done so.

The Parties acknowledge that breach of this confidentiality provision may cause irreparable harm for which monetary damages would be an inadequate remedy; accordingly, the disclosing Party shall be entitled to seek injunctive relief 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 conflicts of law rules. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that State, and the Parties submit to the exclusive jurisdiction of such courts.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both Parties.

Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets, or similar change of control so long as the assignee assumes Service Provider's obligations hereunder in writing.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute provision to effect the original intent.

NOTICES

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