Miscellaneous Lindsey Document Template

MISCELLANEOUS LINDSEY DOCUMENT TEMPLATE

Parties and Effective Date

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

Recitals

WHEREAS, the Client desires to retain the Service Provider to perform certain services as set forth in this Agreement; and

WHEREAS, the Service Provider has the experience, expertise and personnel necessary to perform such services and is willing to provide those services to the Client on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms, conditions and obligations of their relationship in this Agreement.

Scope of Work

The Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties acknowledge that the description below defines the principal scope but does not limit the Service Provider from performing ancillary tasks reasonably necessary for the completion of the services.

Payment Terms

Client shall pay Service Provider for services performed as follows.

Any undisputed amount not paid within days after the due date shall incur a late fee of per month or the maximum permitted by law, whichever is less.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice.

Confidentiality

"Confidential Information" means all nonpublic information disclosed by one party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (a) hold Confidential Information in confidence and take reasonable precautions to protect it, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes generally known to the public through no wrongful act of the receiving party, or that is required to be disclosed by law or valid court order, provided the receiving party gives prompt written notice and cooperates to limit disclosure.

Representations; Warranties; Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider represents that services will be performed in a professional manner consistent with generally accepted industry standards. Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the services, subject to any limitation of liability set forth in this Agreement.

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 resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices are effective upon receipt.

Additional Provisions

Reimbursable expenses (if any) shall be pre-approved in writing and invoiced with supporting receipts. The Client shall reimburse reasonable, documented expenses within thirty (30) days of receipt of an invoice.

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