Miscellaneous Fire Balls Document Template

MISCELLANEOUS FIRE BALLS DOCUMENT TEMPLATE

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Provider develops, manufactures and supplies specialty novelty devices and components commonly referred to as "Fire Balls" and related materials and services (collectively, the "Products"); and

WHEREAS, Client desires to engage Provider to supply Products and perform related services on the terms and conditions set forth in this Agreement, and Provider is willing to provide such Products and services to Client under those terms; and

WHEREAS, the parties intend for this Agreement to govern the supply, payment, confidentiality and other business terms between them in respect of the Products and services described herein.

SCOPE OF WORK

Provider shall perform the work and deliver the Products as described below. The scope includes design confirmation, manufacture, testing, packaging and delivery of Fire Balls and any ancillary services expressly agreed in writing.

PAYMENT TERMS

Compensation: Client shall pay Provider the total amount of $ for the Products and services described in the Scope of Work, subject to adjustments for change orders as provided below.

Invoicing: Provider will issue invoices in accordance with the Payment Schedule. Client shall pay each invoice within days of receipt unless otherwise agreed in writing.

Late Payment: Any amount not paid when due shall accrue interest at the rate of percent per month (or the maximum permitted by law, if lower), with a minimum late charge of $ .

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party breaches any material obligation and fails to cure such breach within 15 days after receipt of written notice.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, visually or in writing, including pricing, product designs, technical data, specifications, drawings, samples, business plans and customer information.

Obligations: Receiving Party shall (a) maintain 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 use Confidential Information for any purpose other than performance under this Agreement; and (c) not disclose Confidential Information to any third party except to its 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.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Return or Destruction: Upon termination or written request, Receiving Party shall return or destroy all Confidential Information and certify in writing of such return or destruction within days.

Duration: The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for as 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 consent to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

MISCELLANEOUS

Relationship: Provider is an independent contractor and nothing contained in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency between the parties.

Provider acknowledges and agrees that it is performing services as an independent contractor.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits or change orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate by written notice to the other. Notice shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three business days after deposit in certified mail, return receipt requested.

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