Signed Document Template

Signed Document Template

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

Recitals

WHEREAS, Client desires to engage Service Provider to perform services as set forth in this Agreement, and Service Provider has represented that it possesses the expertise, personnel, and resources to perform such services in accordance with the terms herein;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision of such services and the payment therefor; and

WHEREAS, the parties intend that this Agreement constitute the entire agreement between them relating to the subject matter described herein and that no other representations, warranties, or promises not expressly contained in this Agreement shall be binding.

Scope of Work

Service Provider shall perform the professional services described below (the Services). The Services shall be performed in a commercially reasonable manner in accordance with industry standards and any schedules agreed to by the parties.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and reimbursements set forth below in accordance with the schedule and conditions herein. All payments shall be made in United States Dollars unless otherwise agreed in writing.

Any payment not received by Service Provider within fifteen (15) days of the due date shall bear interest at the rate specified in Late Payment Fee, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon giving the other party written notice at least the number of days set forth in Notice Period for Termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and costs incurred through the effective date of termination.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated confidential or that, given the nature of the information and the circumstances of disclosure, reasonably should be understood to be confidential. Each receiving party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; (ii) not use Confidential Information other than to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties; Indemnification

Each party represents that it has the full power and authority to enter into and perform this Agreement. Service Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State indicated in Choice of Law, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for purposes of any litigation arising under this Agreement.

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, understandings, negotiations, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices shall be deemed effective upon personal delivery, two (2) business days after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered.

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