Signed Business Document EXA

Signed Business Document EXA

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

Recitals

WHEREAS, Client Name: desires to engage Service Provider Name: to perform services described below; and

WHEREAS, Service Provider represents that it has the experience, skill, and capacity to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions that will govern the provision of such services.

Parties and Notices

Scope of Work

Service Provider shall perform the services and deliverables described below in accordance with the standards and schedule agreed by the parties. The scope may be amended only by a written amendment signed by both parties.

Payment Terms

Client will pay Service Provider the fees set forth below in consideration for the services rendered. All payments are due in U.S. dollars unless otherwise agreed in writing.

Final payment shall be due no later than following acceptance of deliverables, unless otherwise set forth in the payment schedule.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, continues until End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice describing the breach in reasonable detail.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, together with any non-cancellable obligations incurred on behalf of Client.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, visually, 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.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was in Receiving Party's possession without restriction prior to receipt from Disclosing Party; (iii) is rightfully received by Receiving Party from a third party without restriction; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided the Receiving Party gives prompt written notice to Disclosing Party and cooperates reasonably with any effort to obtain confidential treatment or a protective order.

The obligations of confidentiality under this section shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which obligations shall continue as long as such information remains a trade secret under applicable law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence or willful misconduct, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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.

Entire Agreement; Amendment

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

Severability and Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy.

Authorization

Each party represents and warrants that the individual signing this Agreement on its behalf has the authority to bind such party to the terms and conditions of this Agreement.

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