AVID Business Document Template

AVID Business Document Template

This General Business Agreement (the "Agreement") is made effective as of (Effective Date), by and between:

Recitals

WHEREAS, Client requires certain professional services and deliverables in connection with its business operations; and

WHEREAS, Service Provider represents that it possesses the experience, personnel and resources necessary to perform the services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. Scope of Work

Service Provider shall provide the services, deliverables, milestones and acceptance criteria as set forth below. The Scope of Work constitutes a material part of this Agreement. Any modifications to the Scope of Work must be agreed in writing and signed by authorized representatives of both parties.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the services rendered in accordance with this Agreement.

Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice describing the breach.

Upon termination, Service Provider shall deliver all work in progress and shall be entitled to payment for services performed and unreimbursed expenses incurred through the termination date, subject to any right of set-off for breach.

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 given the nature of the information. Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the disclosing party's Confidential Information.

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 a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. These obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables specifically prepared for Client hereunder shall be considered "Work Product." Upon full payment of amounts due, Service Provider assigns to Client all right, title and interest in Work Product, subject to Service Provider's pre-existing intellectual property and general background tools, methodologies and know-how, which remain the exclusive property of Service Provider.

6. Representations; Independent Contractor

Each party represents and warrants that it has the right and authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, agent or legal representative of Client for any purpose. Service Provider shall be solely responsible for all employment-related obligations for its personnel.

7. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. 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. Exclusive venue for any dispute arising out of this Agreement shall be the state or federal courts located within that State.

9. Entire Agreement; Amendment

This Agreement, including any attachments and duly executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

10. Notices

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

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate remedy for breaches of confidentiality and that injunctive relief may be appropriate.

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