Blank Business Document Template

Blank Business Document Template

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

Recitals

WHEREAS, Client requires certain professional services as further described in this Agreement; and

WHEREAS, Service Provider represents that it has the skills, personnel, and resources necessary to perform the services set forth herein and is willing to provide such services to Client under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their understanding with respect to the scope, payment, term, confidentiality, and other material provisions governing their relationship.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties may amend the scope only by a written change order signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider in accordance with the fees and schedule set forth below. All fees are exclusive of taxes unless otherwise stated. Unless otherwise specified, payments are due in accordance with the schedule below and are non-refundable except as expressly provided in this Agreement.

Any undisputed amount not paid when due shall accrue interest at the lesser of: or the maximum rate permitted by applicable law. In addition, Client will reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting past-due amounts.

Term and Termination

This Agreement commences on the Start Date below and, unless earlier terminated, continues through the End Date below or until completion of the services.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days after written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

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 given the nature of the information and the circumstances of disclosure. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform its obligations under this Agreement; and (c) restrict disclosure to its employees, agents, or subcontractors with a legitimate need to know, who are bound by confidentiality obligations at least as protective as those herein.

Confidential obligations do not apply to information that is: (i) already known by the receiving party without obligation of confidentiality; (ii) becomes publicly known through no breach of this Agreement; (iii) received from a third party without breach of any obligation of confidentiality; or (iv) independently developed without use of Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of .

Representations and Warranties; Liability

Each party represents that it has the authority to enter into this Agreement and will comply with applicable laws in performing its obligations. Service Provider warrants that services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE EXTENT PERMITTED BY LAW.

Except for breaches of confidentiality or willful misconduct, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) month period preceding the claim.

Notices

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

Governing Law; Dispute Resolution

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. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between executives. If the dispute is not resolved through negotiation within forty-five (45) days, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment; Severability

Neither party may assign its rights or delegate its obligations 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, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Administrative Information

Miscellaneous

The headings in this Agreement are for convenience only and shall not affect its interpretation. Nothing in this Agreement creates an agency, employment, joint venture, or partnership relationship between the parties. Each party shall comply with applicable privacy and data protection laws in connection with the performance of this Agreement.

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