Miscellaneous Upper Pittsgrove Document

Miscellaneous Upper Pittsgrove Document

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

Recitals

WHEREAS, Party A, identified above, is engaged in the business of providing certain professional services and has represented that it possesses the experience and capability to perform the services described below; and

WHEREAS, Party B desires to engage Party A to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the complete understanding between them regarding the scope, compensation, confidentiality and other material terms of the engagement.

Scope of Work

Party A shall perform the services and deliverables described in the scope below. Party A shall perform the services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

As full consideration for the services rendered by Party A under this Agreement, Party B shall pay Party A the compensation set forth below in accordance with the schedule and invoice procedures specified.

All fees are exclusive of taxes. Party B shall pay any sales, use or other taxes imposed by any governmental authority. Party A shall submit written invoices and payment shall be made in United States dollars to the payment address or account specified by Party A within the period specified above. Overdue amounts shall accrue interest at the late fee rate specified.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period above following written notice. Termination for convenience by either party requires the notice specified above. Upon termination, Party B shall pay Party A for all services performed and reasonable expenses incurred through the effective date of termination, subject to any setoffs authorized by law or this Agreement. Sections concerning confidentiality, indemnity, payment for accrued obligations, and governing law shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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 excludes information that (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving party; (b) was known to the receiving party without restriction prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; 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) use Confidential Information only as necessary to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those of its personnel who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. If required by law or order of a court or governmental authority to disclose Confidential Information, the receiving party will provide prompt written notice to the disclosing party and comply with any reasonable protective measures requested.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law 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 or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Each party is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties shall bear their own costs and attorneys' fees unless a specific provision provides otherwise.

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