Miscellaneous Nat Gen Template

MISCELLANEOUS NAT GEN TEMPLATE

This General Business Agreement (the Agreement) is entered into by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client Name: desires to retain Contractor to perform certain services described herein; and

WHEREAS, Contractor Name: represents that it has the expertise, personnel, and resources to perform such services on the terms set forth in this Agreement.

SCOPE OF WORK

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

PAYMENT TERMS

As consideration for the performance of the Services, Client shall pay Contractor the fees and expenses set forth below in accordance with this section.

Contractor shall submit invoices to Client. Amounts invoiced are due within days of invoice receipt. Payments shall be made in lawful currency to the account designated by Contractor.

Any past due amount shall accrue interest at the lesser of percent per month or the maximum rate permitted by law, plus reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within 15 days of written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public through no wrongful act of the receiving party; (b) was in the receiving party's lawful possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) restrict disclosure of Confidential Information to those employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall continue for years from the date of disclosure, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law. Remedies at law for breach of this section may be inadequate; the non-breaching party shall be entitled to injunctive relief in addition to any other remedies.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

NOTICES

Notices shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or overnight courier to the addresses set forth above or to such other address as a party may designate by written notice in accordance with this section.

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