Treasured Document Template

TREASURED DOCUMENT TEMPLATE

Parties and Effective Date

This General Business Agreement ("Agreement") is entered into as of (the "Effective Date") by and between:

Whereas

WHEREAS, Party A provides specialized goods and services and has requested that Party B perform the services described below; and

WHEREAS, Party B represents that it has the experience, skills, and resources necessary to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Party B will perform services for Party A.

Scope of Work

Party B shall perform the work, deliverables, and services described below in accordance with the standards, milestones, and deliverable dates agreed by the parties.

Payment Terms

In consideration for the services provided, Party A shall pay Party B the fees and expenses set forth below. All payments shall be made in United States dollars unless otherwise agreed in writing.

Invoices are payable within the number of days set forth above after receipt unless otherwise agreed. Party B shall submit itemized invoices and supporting documentation for all charges and reimbursable expenses.

Unpaid amounts shall accrue interest at the lesser of the rate set forth above or the maximum rate permitted by law. Interest shall accrue from the date payment was due until paid.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will terminate on .

Either party may terminate this Agreement for convenience by providing the notice period set forth above in writing to the other party. Either party may terminate immediately for material breach by the other party that is not cured within days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means all non-public business, technical, financial, and other information disclosed in connection with this Agreement, whether oral, written, or electronic, that is identified as confidential or that a reasonable person would understand 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 available to the public other than as a result of a breach of this Agreement; (b) was in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party; (c) is received from a third party without restriction and without breach of obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all materials, work product, and deliverables created by Party B specifically for Party A under this Agreement ("Work Product") shall be deemed work made for hire and, upon full payment, all right, title, and interest in such Work Product shall vest in Party A. Party B retains ownership of any pre-existing tools, templates, or methodologies and grants Party A a non-exclusive, perpetual license to any such pre-existing materials incorporated in the Work Product to the extent necessary to use the deliverables.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, and communications. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices, demands, or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, certified mail, or a nationally recognized courier service.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.

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