Miscellaneous O'Conner Document

Miscellaneous O'Conner Document

This General Business Agreement (the Agreement) is made effective as of (Effective Date), by and between Client Name: , and Contractor Name: . The parties agree as follows:

WHEREAS

WHEREAS, Client is engaged in the business of conducting operations and requires certain services and deliverables as set forth herein; and

WHEREAS, Contractor represents that Contractor has the skill, experience, and qualifications to perform such services and agrees to provide services to Client on the terms and conditions contained in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services and the protection of confidential information exchanged in connection with this engagement.

Scope of Work

Contractor shall perform the services described above in a professional and workmanlike manner and in accordance with industry standards. Any material change to the Scope of Work shall be made only by written amendment signed by both parties and may include adjustments to Schedule and Compensation.

Payment Terms

All payments shall be made in lawful currency to the party designated on the invoice. Client shall pay undisputed amounts in accordance with the invoice terms. If any undisputed payment is more than days late, interest and the Late Fee specified above shall apply.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after the termination notice period specified above. Termination for convenience may be exercised by either party upon providing the specified written notice and payment of fees for services performed through the effective date of termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement 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. Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents or subcontractors who have a need to know and are bound to confidentiality obligations no less protective than those 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. Confidential Information shall not include information that is or becomes publicly available through no fault of Recipient, is rightfully received from a third party without restriction, or is independently developed without reference to Confidential Information.

Upon termination or upon the disclosing party's written request, Recipient shall return or destroy Confidential Information and certify such return or destruction in writing.

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 rules. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No modification will be binding unless executed in writing by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: Contractor is an independent contractor and nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship. Contractor is solely responsible for taxes, insurance, and benefits for Contractor's personnel. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

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