Miscellaneous Form JDF 1011

MISCELLANEOUS FORM JDF 1011 — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain business services as set forth in this Agreement; and

WHEREAS, Contractor represents that it has the experience, personnel, and resources necessary to perform the services described herein and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Contractor shall perform the services and deliverables described below. Contractor shall perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Contractor for performance of the Scope of Work as follows. Payments are due in United States dollars according to the schedule below. Invoices will be submitted in accordance with the payment schedule and will itemize services rendered and expenses incurred.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate. In addition to interest, Client shall be responsible for all collection costs, including reasonable attorneys' fees, incurred by Contractor in enforcing payment obligations.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, client lists, pricing, proposals, financial data, and technical information.

The Receiving Party shall (a) use Confidential Information only for the purposes of performing obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) is already known to the Receiving Party at the time of disclosure as demonstrated by written records; (iii) is lawfully received from a third party without restriction and without breach of a confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. Upon termination of this Agreement, the Receiving Party shall promptly return or destroy, at the Disclosing Party's option, all materials containing Confidential Information.

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. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits expressly incorporated herein, 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 oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Sign Now