PDF Combination Template

PDF COMBINATION TEMPLATE — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of by and between:

Client Name: , Address:

Contractor Name: , Address:

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain services described herein, and Contractor represents that it has the experience, skill and personnel necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide services to Client, including scope, payment, confidentiality, and other obligations;

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

SCOPE OF WORK

Contractor shall perform the services described above in a professional and workmanlike manner in accordance with industry standards and applicable laws. Any changes to the Scope of Work shall be made only by written amendment signed by both parties.

PAYMENT TERMS

Payments are due in accordance with the schedule above. All amounts are payable in lawful currency. In the event any payment is not made within days after the due date, a late fee shall apply as provided below.

Late fee shall be the greater of (i) per month on the overdue balance, or (ii) a flat fee of .

TERM AND TERMINATION

Term Commencement: . Term Expiration: .

Either party may terminate this Agreement for convenience upon written notice to the other party as set forth above. Either party may terminate for material breach if the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice, or immediately if the breach cannot reasonably be cured within that period and the breaching party fails to commence cure within that period.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public technical, business or financial information disclosed by one party to the other party, disclosed in writing or marked confidential or, if disclosed orally or visually, reduced to writing within thirty (30) days. Recipient shall hold Confidential Information in confidence, shall not disclose it to third parties except as necessary to perform the services, and shall use at least the same degree of care to protect Confidential Information as it uses with its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

INSURANCE AND COMPLIANCE

Contractor shall maintain at its expense insurance customary for the services provided, including commercial general liability and, where applicable, professional liability. Contractor shall comply with all applicable laws, regulations and licensing requirements in the performance of services.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages or expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement.

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 resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered to the addresses set forth above by certified mail, courier, or personal delivery, and shall be deemed received upon delivery or refusal to accept delivery.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be interpreted to carry out the parties' intent to the maximum extent permitted by law. No waiver of any breach shall be effective unless in writing signed by the waiving party.

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