Miscellaneous Form 8655 Template

Miscellaneous Form 8655 Template

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: , located at (hereinafter "Client"), and Service Provider Name: , located at (hereinafter "Provider").

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain services described below and Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services and will perform them in a professional manner consistent with customary industry standards.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of such services.

Scope of Work

Provider shall perform the services described above (the Services) in accordance with the schedule and deliverables set forth in this Agreement. Any change to the Scope of Work shall be effective only if memorialized in a written amendment signed by both parties.

Payment Terms

Unless otherwise agreed in writing, Provider will submit invoices to Client in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt.

If Client disputes any portion of an invoice, Client shall notify Provider in writing within ten (10) days of receipt of the invoice and the parties shall use good faith efforts to resolve the dispute promptly. Notwithstanding a good faith dispute, the undisputed portion shall be paid when due.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Upon termination, Client shall pay Provider for Services performed and reasonable expenses incurred through the effective date of termination.

Either party may terminate this Agreement 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.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other party whether in writing, orally, or by inspection, 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. Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to third parties except as expressly permitted herein, and (iii) use Confidential Information only to perform its obligations under this Agreement.

The obligations in this section shall not apply to information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's option, either return or certify destruction of all Confidential Information and shall not retain copies except to the extent required by applicable law.

Independent Contractor; Insurance; Indemnity

Provider is an independent contractor and not an employee, agent, or legal representative of Client. Provider shall be responsible for all taxes, insurance, and other obligations arising from its performance hereunder. Provider shall maintain appropriate insurance coverages and shall indemnify, defend and hold harmless Client from and against any claims, losses, liabilities, and expenses arising out of Provider's performance of the Services to the extent caused by Provider's negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any action arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification, or waiver shall be effective unless in a written instrument signed by both parties.

Notices

Any notice required or permitted under this Agreement must be in writing and delivered to the addresses set forth below (or such other address as a party may designate in writing). Notices shall be deemed given when delivered in person, by certified mail, or by a nationally recognized overnight courier service.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. Headings in this Agreement are for convenience only and shall not affect interpretation.

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