Aaron Business Document Template

AARON BUSINESS DOCUMENT TEMPLATE

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

RECITALS

WHEREAS, Client Name: seeks to obtain certain business services and deliverables described herein; and

WHEREAS, Contractor Name: represents that it has the experience, personnel, and resources necessary to perform the services set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide such services to Client.

SCOPE OF WORK

Contractor will perform the services and deliverables described below (collectively, the Services). The Services will include the following scope and any associated specifications, acceptance criteria, and deliverables:

PAYMENT TERMS

Compensation: Client shall pay Contractor the total sum of $ for the Services, subject to the schedule below.

Invoicing and Due Date: Contractor shall submit invoices in accordance with the schedule above. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Late Payments: Any amounts not paid when due shall accrue a late fee equal to the greater of (a) $ or (b) % per month on the outstanding balance, compounded monthly, plus any costs of collection, including reasonable attorneys' fees.

Payment Method (check applicable): ACH/Wire Check Credit Card

TERM AND TERMINATION

Term: This Agreement will commence on Start Date: and will continue in effect until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Contractor shall deliver work in progress and Client shall pay for all Services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive, including but not limited to confidentiality, payment, indemnity, and intellectual property provisions.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a Disclosing Party to a Receiving Party, whether oral, written, electronic or other form, 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.

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

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through the Receiving Party's breach, (ii) was known to the Receiving Party prior to disclosure as evidenced by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Duration: The Receiving Party's obligations under this Confidentiality section shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for as long as they remain trade secrets.

INTELLECTUAL PROPERTY

Ownership of Work Product: Unless otherwise agreed in writing, all original work product and deliverables prepared specifically for Client by Contractor under this Agreement shall be deemed "work made for hire" and Client shall own all right, title, and interest in such work product upon full payment. If any such work product cannot be a work made for hire under applicable law, Contractor hereby irrevocably assigns to Client all right, title and interest in and to such work product.

Pre-Existing Materials: Contractor retains ownership of its pre-existing materials and tools, and grants Client a nonexclusive, nontransferable license to use any pre-existing Contractor materials incorporated into deliverables solely as necessary for Client's use of the deliverables as intended by this Agreement.

LIMITATION OF LIABILITY & INDEMNITY

Liability Cap: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or infringement of intellectual property, each party's aggregate liability to the other for any and all claims arising out of or in connection with this Agreement shall not exceed the total amount paid or payable by Client to Contractor under this Agreement, but in no event more than $ .

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct, subject to the indemnified party's compliance with any reasonable notice and cooperation requirements.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor further represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the addresses below or to such other address as may be designated in writing by a party.

GOVERNING LAW; ENTIRE AGREEMENT

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: This Agreement, together with 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 discussions, whether oral or written.

Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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