Miscellaneous National Document Template

MISCELLANEOUS NATIONAL DOCUMENT TEMPLATE — GENERAL BUSINESS AGREEMENT

Parties and Effective Date

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

Recitals

WHEREAS, Client desires to engage Contractor to perform certain services described herein and Contractor represents that it has the experience, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided, including scope, payment, confidentiality, and termination provisions;

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

Scope of Work

Contractor shall perform the services described below in accordance with the standards of care and practice prevailing in Contractor's industry and in compliance with all applicable laws and regulations. The parties may attach or append detailed statements of work as addenda to this Agreement.

Payment Terms

Client shall pay Contractor in accordance with the following payment provisions. All fees are stated in the currency indicated.

Invoices shall be submitted by Contractor to Client according to the payment schedule above and shall be due and payable within days of receipt.

Late payments shall accrue interest at a rate of % per month (or the maximum rate permitted by applicable law, if lower) on any undisputed overdue balance. Client shall also reimburse Contractor for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the Completion Date or earlier termination as provided in this Agreement.

Commencement Date:     Completion Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given no less than days prior to the effective date of termination. Either party may terminate immediately for cause upon material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach; provided that breaches of confidentiality shall be subject to the remedy provisions herein.

Upon termination, Contractor shall deliver to Client all work in progress and invoices for work performed up to the effective date of termination. Client shall pay Contractor for all undisputed work performed through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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, including but not limited to business plans, technical data, pricing, trade secrets, customer lists, and proprietary software.

The Receiving Party shall (a) protect Confidential Information of the Disclosing Party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party without restriction on use or disclosure; (iii) is rightfully received by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, which shall survive for as long as the information qualifies as a trade secret under applicable law.

Representations and Warranties; Indemnity

Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement. Contractor further warrants that the services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards. Contractor shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Contractor's gross negligence, willful misconduct, or breach of applicable law in performing the services, subject to any limitations of liability agreed between the parties.

Limitations of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Contractor under this Agreement during the six (6) month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiations between senior representatives. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue any available legal or equitable remedies.

Entire Agreement; Amendment

This Agreement, including any exhibits and addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral. Any amendment or modification of this Agreement must be 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 notice to the other) by hand delivery, nationally recognized overnight courier, or certified mail return receipt requested, and shall be deemed given upon receipt.

Miscellaneous Provisions

The parties agree that: (a) if any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that, to the extent possible, accomplishes the parties' original intent; (b) no waiver of any breach or right under this Agreement shall be effective unless in writing signed by the waiving party; and (c) neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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