Missouri Business Form

Missouri Business Form

This General Business Agreement ("Agreement") is made and entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Service Provider to perform the services described in this Agreement, and Service Provider represents that it has the expertise, personnel, and resources necessary to perform such services in accordance with the terms hereof.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of such services and to memorialize payment, confidentiality, term, and other provisions applicable to their business relationship.

WHEREAS, the parties agree that this Agreement shall be governed by the laws of the State of Missouri and will be binding upon their successors and permitted assigns.

SCOPE OF WORK

Service Provider shall perform the work and provide the deliverables described below. The parties acknowledge that any material changes in scope will require a written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the performance of services and delivery of work product.

Late payments shall accrue interest at % per month (or the maximum rate permitted by applicable law), calculated monthly from the date payment is due until paid in full. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting past-due amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the number of days specified above following written notice. Either party may terminate for convenience upon providing the notice period stated above, in which event Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether in written, oral, electronic or other form, 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 does not include information that: (a) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is received without restriction from a third party who is not, to the receiving party's knowledge, under an obligation of confidentiality to the disclosing party; or (d) was independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except to its employees, consultants, and agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein. Upon termination or expiration of this Agreement, the receiving party shall return or, at the disclosing party's option, destroy all Confidential Information and certify such return or destruction in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If a dispute cannot be resolved within thirty (30) days by negotiation, the parties may pursue any available legal or equitable remedies in a court of competent jurisdiction located in the State of Missouri.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship, joint venture, partnership, or agency between the parties.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or a merger or similar transaction.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses provided below by hand, certified mail (return receipt requested), or nationally recognized courier service, and shall be deemed given upon receipt.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder; that its performance will not violate any law, regulation, or agreement; and that the individual executing this Agreement on its behalf is authorized to do so.

INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Indemnitor's breach of this Agreement, or (b) gross negligence or willful misconduct of Indemnitor in the performance of its obligations under this Agreement.

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