Miscellaneous Noblesville Template

GENERAL BUSINESS AGREEMENT — NOBLESVILLE TEMPLATE

This General Business Agreement (the Agreement) is entered into as of by and between Service Provider: , with principal address , and Client: , with principal address .

RECITALS

WHEREAS, Service Provider possesses the qualifications, experience and capability to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services and deliverables described below on the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement memorialize their mutual rights and obligations with respect to the engagement.

SCOPE OF WORK

Service Provider shall provide the services, deliverables and milestones described below. The services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the compensation set forth below in consideration for the services and deliverables.

Invoices shall be submitted to Client in accordance with the Payment Schedule. Unless otherwise stated on an invoice, Client shall pay undisputed amounts within days of receipt of invoice.

Late payment shall accrue interest at the rate of on the unpaid balance, compounded monthly, or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on and continue until , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public 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. Confidential Information includes, without limitation, business plans, technical data, pricing, customer lists, and trade secrets.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this section shall not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is received from a third party without restriction and without breach of a confidentiality obligation; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The confidentiality obligations set forth herein shall survive for a period of 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.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, agency or joint venture relationship between the parties. Service Provider shall be solely responsible for withholding and paying all taxes and for maintaining insurance appropriate to the services performed.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

All notices, requests or other communications required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below, or to such other address as a party may designate in writing.

GOVERNING LAW; VENUE

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 expressly submit to the exclusive jurisdiction and venue of the state and federal courts located in Hamilton County for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by an authorized representative of each party.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The waiver of any breach shall not operate as a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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