Business Agreement AU Gold Document

Business Agreement AU Gold Document

Parties

This Business Agreement (Agreement) is entered into between:

Party A (Provider):   ABN:

Party B (Client):   ABN:

Recitals

WHEREAS, Party A is engaged in the business of providing the goods and services described in this Agreement and has represented that it has the skill, capacity and resources necessary to provide those goods and services on the terms set out herein;

WHEREAS, Party B desires to engage Party A for the provision of such goods and services and to pay for those goods and services on the payment terms and schedule set out in this Agreement; and

WHEREAS, the parties wish to reduce their agreement to writing and record their respective rights and obligations.

Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given in the body of this Agreement. "Confidential Information" means any information disclosed by one party to the other that is by its nature confidential or is designated as confidential.

Scope of Work

Payment Terms

The Client shall pay the Provider for the Scope of Work the total sum of AUD (Total Amount), subject to the schedule below.

Payments are due within days of invoice unless otherwise agreed in writing. Late payments shall incur interest at the rate of % per calendar month, calculated daily and compounded monthly, until paid in full. All fees are exclusive of GST unless otherwise stated. GST included:

Term and Termination

This Agreement commences on the Start Date of and continues until the End Date of unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience by providing written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately for material breach where the breaching party fails to remedy the breach within 14 days of notice of breach.

Confidentiality

Each party must keep Confidential Information strictly confidential and must not disclose or use Confidential Information except for the performance of obligations under this Agreement. The receiving party will take all reasonable steps to protect Confidential Information from unauthorised use or disclosure and will limit access to those employees or contractors who need the information for performance of this Agreement.

The obligations of confidentiality survive termination of this Agreement for a period of years, except to the extent disclosure is required by law or by a competent authority.

Liability and Indemnity

Each party indemnifies the other against any loss, cost or liability arising from negligent acts or omissions or wilful misconduct in connection with this Agreement. Subject to applicable law, neither party will be liable for any indirect or consequential loss, and aggregate liability for direct loss arising under or in connection with the Agreement is limited to the Total Amount paid or payable under this Agreement.

Governing Law

This Agreement is governed by and must be construed in accordance with the laws of the State or Territory of Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State or Territory.

Miscellaneous

Assignment: A party must not assign its rights under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. This Agreement may be executed in counterparts and delivered by electronic transmission.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements, whether written or oral. Any amendment or variation to this Agreement must be in writing and signed by both parties.

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