Specialty Document Template

SPECIALTY DOCUMENT TEMPLATE

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

WHEREAS

WHEREAS, Client requires certain specialized services and deliverables related to the business activities described in this Agreement; and

WHEREAS, Service Provider represents that it possesses the requisite expertise, personnel, and resources to perform such services in a professional manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services and deliver the work product described below. Services shall include all tasks reasonably necessary to achieve the deliverables described in the Scope of Work.

2. PAYMENT TERMS

Client shall pay Service Provider the compensation set forth below in consideration for the performance of services and delivery of work product in accordance with this Agreement.

All payments are due in United States Dollars unless otherwise agreed in writing. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the performance of services.

3. TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement for cause upon material breach by the other party if such breach remains uncured for the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations in this Section shall survive termination of this Agreement for the period set forth above, except with respect to Confidential Information that is or becomes publicly available other than as a result of a breach of this Agreement.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all deliverables and work product created by Service Provider under this Agreement (the "Work Product") shall be considered works made for hire. To the extent title does not vest automatically in Client, Service Provider hereby assigns and shall assign to Client all right, title, and interest in and to such Work Product upon full payment of amounts due. Service Provider retains ownership of its general know-how, methodologies, and pre-existing materials, provided that no Confidential Information or Work Product of Client is disclosed or used in violation of this Agreement.

6. INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement of such claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and agreements, whether written or oral. Any modification to this Agreement must be in writing and executed by authorized representatives of both parties.

9. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

MISCELLANEOUS

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

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