Miscellaneous Document Ready NDF

MISCELLANEOUS DOCUMENT READY NDF

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

RECITALS

WHEREAS, Client desires to retain Contractor to perform certain professional services described herein and Contractor has represented that it has the experience, skill, and resources necessary to perform such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform the services and Client will compensate Contractor;

WHEREAS, the parties intend that this Agreement serve as the complete and exclusive statement of their agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $   Payment Method: Check Wire/ACH Card

Late Payment: If any undisputed amount is not paid within days after the due date, interest shall accrue on the overdue amount at the rate of percent per month (or the maximum rate permitted by law, if lower). The parties agree that Contractor may suspend performance until overdue amounts are paid.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

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

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public 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. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed without use of the disclosing party’s Confidential Information, or rightfully obtained from a third party without restriction. The receiving party may disclose Confidential Information to the extent compelled by law, provided it gives prompt written notice to the disclosing party and cooperates in seeking a protective order or other appropriate remedy.

The parties agree that monetary damages may be insufficient to remedy a breach of confidentiality and that the non-breaching party shall be entitled to equitable relief, including injunction, 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 resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or 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 written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement establishes an employer-employee, partnership, or joint venture relationship. Contractor shall be responsible for all taxes and withholdings arising from performance of services.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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