Miscellaneous Form 843

MISCELLANEOUS FORM 843

This General Business Agreement (the "Agreement") is entered into on Date: by and between Client Name: with address: and Service Provider Name: with address: .

WHEREAS

WHEREAS, Client requires certain goods and/or services described herein and desires to engage Provider to perform such services under the terms set forth in this Agreement;

WHEREAS, Provider represents that it has the necessary expertise, personnel, and resources to perform the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner;

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

1. SCOPE OF WORK

2. PAYMENT TERMS

Client agrees to pay Provider for the services described in Section 1 according to the following terms.

Any invoice not paid within days after the invoice due date shall accrue a late fee of per month on the outstanding balance, or the maximum permitted by law, whichever is less.

3. TERM AND TERMINATION

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective termination date. Termination for cause may be effected immediately upon written notice if the non‑breaching party provides written notice of a material breach and the breaching party fails to cure such breach within days after receipt of notice.

Upon termination, Provider shall be entitled to payment for services performed and expenses incurred through the effective date of termination, subject to Client's right to set off amounts for unperformed work or damages resulting from Provider's breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or business information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether in oral, written, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

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 no less than reasonable care; (b) use Confidential Information solely for the purpose of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is rightfully obtained 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 Disclosing Party's request, the Receiving Party shall return or destroy Confidential Information and certify such destruction or return in writing.

5. REPRESENTATIONS AND WARRANTIES; INDEMNITY

Each party represents that it has the full corporate or organizational power and authority to enter into and perform its obligations under this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly set forth in this Agreement, neither party makes any other warranty, express or implied.

Provider shall indemnify and hold Client harmless from and against any third-party claims, liabilities, losses or expenses arising out of Provider's negligence, willful misconduct, or breach of this Agreement, subject to any limitations of liability set forth herein.

6. INSURANCE

Provider shall maintain appropriate insurance coverage (including, where applicable, general liability and professional liability insurance) with limits sufficient to cover Provider's obligations under this Agreement and shall furnish certificates of insurance upon request.

7. 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.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement (including all exhibits and schedules attached hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now