Miscellaneous T 183 M Template

MISCELLANEOUS T 183 M TEMPLATE

Parties and Effective Date

This General Business Agreement ("Agreement") is entered into effective as of (the "Effective Date"), by and between Client Name: with principal address at , and Contractor Name: with principal address at .

Whereas

WHEREAS, Client desires to engage Contractor to perform certain services as set forth herein, and Contractor represents that it has the skill, personnel and resources to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform the services and Client will compensate Contractor.

Scope of Work

Contractor shall perform the services described below in accordance with the standards of care and skill applicable to similar professionals in the industry.

Payment Terms

Client shall pay Contractor for the services rendered as follows. All amounts are stated in the currency indicated below and are exclusive of any taxes unless otherwise noted.

Any undisputed past due amount shall accrue interest at a rate of % per month (or the maximum permitted by applicable law, if lower). In addition, Client will be responsible for reasonable collection costs, including attorneys' fees, on any overdue amounts.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for any reason upon providing the other party at least days' prior written notice. Upon termination, Client shall pay Contractor for all work performed and expenses reasonably incurred through the effective date of termination.

Either party may terminate this Agreement immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by a party ("Discloser") to the other party ("Recipient") 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 for the performance of this Agreement; (b) restrict disclosure of Confidential Information to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) is rightfully received by Recipient from a third party without restriction, (iii) is independently developed by Recipient without use of Confidential Information, or (iv) is required to be disclosed by law, provided Recipient gives prompt notice and cooperates with Discloser to seek protective measures.

Representations, Warranties and Liability

Each party represents and warrants that it has the right and authority to enter into this Agreement. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

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 agree to submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the contacts set forth below (or to such other address as a party may designate by notice in accordance with this section) and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors, and nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all of such party's assets.

The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first above written.

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