Online Webfill Form

ONLINE WEBFILL FORM - GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

Recitals

WHEREAS, Client operates a business and desires to engage Contractor to perform certain services in accordance with the terms and conditions of this Agreement; and

WHEREAS, Contractor represents that it has the experience, expertise and personnel necessary to provide the services described in this Agreement and is willing to perform such services for Client on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Scope of Work

Contractor shall perform the services described below and deliverables shall conform to applicable specifications, schedules and acceptance criteria set forth in this Agreement. Contractor shall provide all labor, materials and equipment necessary to perform the services unless otherwise stated.

Payment Terms

Client shall pay Contractor for services performed under this Agreement in accordance with the terms set forth below. All amounts are payable in lawful currency unless otherwise agreed in writing.

Invoices shall be submitted in writing to Client and are due within the period specified in the Payment Schedule. Unpaid amounts shall accrue interest at the rate specified in the Late Payment Fee provision above or, if not specified, at 1.5% per month. Client shall be responsible for any reasonable costs of collection, including attorneys' fees, for overdue payments.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other, whether orally or in writing, 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, but is not limited to, business plans, technical data, product ideas, personnel information, pricing, and customer lists.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted under this Agreement, and (c) use the Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was rightfully in the receiving party's possession without restriction prior to receipt from the disclosing party; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without breach of any obligation to the disclosing party.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to choice or conflict of law principles that would result in the application of the laws of any other jurisdiction. Venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located within that state.

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 hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, understandings and communications, whether oral or written. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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