Business ABX Template

BUSINESS ABX TEMPLATE

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). Client and Provider are each a Party and together the Parties.

RECITALS

WHEREAS, Client desires to engage Provider to perform certain business advisory, integration, and operational services described below; and

WHEREAS, Provider represents that it has the expertise, personnel, 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 Provider will provide such services to Client.

SCOPE OF WORK

Provider shall perform the services described below in accordance with the standards of care and timetables agreed by the Parties. Specific deliverables, milestones, and acceptance criteria shall be set forth in writing and appended to this Agreement where applicable.

PAYMENT TERMS

In consideration for the services rendered, Client shall pay Provider in accordance with the following terms.

Unless otherwise agreed in writing, invoices are due within days of invoice date. Late payments shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party given at least days prior to the effective date of termination. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public commercial, technical or financial information disclosed by one Party to the other Party in connection with this Agreement. Each Party agrees (i) to hold Confidential Information of the other Party in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not to disclose Confidential Information to any third party except as permitted herein; and (iii) to use Confidential Information solely for the performance of obligations under this Agreement.

Confidentiality obligations shall not apply to information that (a) is or becomes publicly available through no fault of the receiving Party; (b) is rightfully received from a third party without restriction; (c) was in the receiving Party's possession prior to disclosure; or (d) is independently developed without use of the disclosing Party's Confidential Information. The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing intellectual property and tools. Client shall own deliverables specifically created for Client and paid for in full under this Agreement, subject to Provider's ownership of underlying methodologies, know-how, and software. Provider grants Client a non-exclusive, non-transferable license to use Provider-owned materials delivered as part of the services solely for Client's internal business purposes.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify and hold harmless the other Party from and against claims, losses, liabilities, damages and expenses arising from its gross negligence or willful misconduct. Except for breaches of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither Party's aggregate liability for direct damages shall exceed the total amount paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

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. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in the selected jurisdiction unless the Parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or to a successor by merger or acquisition provided the assignee assumes all obligations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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