Practice Sign Document

Practice Sign Document

This General Business Agreement (the Agreement) is made and entered into on the Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider represents that it has the experience, qualifications, and ability to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which such services will be provided, including payment, confidentiality, and termination provisions.

PARTY INFORMATION

SCOPE OF WORK

Service Provider will perform the following services for Client in accordance with the terms of this Agreement. The services include, without limitation, the tasks, deliverables, and performance standards described below. Service Provider shall provide qualified personnel, equipment, and materials necessary to complete the work in a professional and workmanlike manner.

PAYMENT TERMS

Client agrees to pay Service Provider the fees set forth below in consideration for the services. All payments are due in accordance with the schedule agreed by the parties.

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 no fewer than days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether disclosed 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 does not include information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt notice to the disclosing party and limits the disclosure to the minimum required.

The receiving party shall: (i) maintain the confidentiality of Confidential Information with at least the same degree of care as it protects its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information only for the purposes of performing obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

INDEMNIFICATION

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

NOTICES

All notices under this Agreement shall be in writing and delivered to the address of the receiving party set forth in this Agreement or such other address as either party may designate by notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail, return receipt 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 action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement (including all exhibits and schedules hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of any breach or default shall not constitute a waiver of any subsequent breach. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship between them.

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