State Document Template

STATE DOCUMENT TEMPLATE

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between the parties identified below.

Parties

Individual   Corporation   Limited Liability Company (LLC)   Partnership   Other

Individual   Corporation   Limited Liability Company (LLC)   Partnership   Other

WHEREAS

WHEREAS, Party A possesses experience, personnel and capability to perform the services described in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform such services under the terms set forth herein and Party A is willing to perform such services for the compensation and on the terms set forth in this Agreement.

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

Scope of Work

Party A shall perform the services and deliver the deliverables as set forth below. Party A shall perform the services with commercially reasonable skill and care and in accordance with industry standards.

Payment Terms

In consideration for the performance of the Scope of Work, Party B shall pay Party A the amounts and according to the schedule set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Any undisputed past-due amount shall accrue interest at a rate of % per month (or the maximum allowed by applicable law, if less), commencing after a grace period of days following invoice due date.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon giving written notice to the other party not less than days prior to the effective date of termination. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice.

Upon termination, Party B shall pay Party A for services performed and expenses incurred through the effective date of termination. Party A shall deliver to Party B all work in progress and, upon request, reasonable documentation relating to completed work.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) restrict disclosure to employees, consultants and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) protect Confidential Information using reasonable care, but in no event less than reasonable care.

Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) is obtained from a third party without breach of any confidentiality obligation, or (c) is independently developed without reference to the disclosing party's Confidential Information. The confidentiality obligations shall survive termination for a period of years.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by a nationally recognized overnight courier, to the addresses set forth below or to such other address as a party designates by notice.

Governing Law; Miscellaneous

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

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Entire Agreement

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

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