Business Alpha Wave Document

BUSINESS ALPHA WAVE DOCUMENT

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

RECITALS

WHEREAS, Client seeks to engage Provider to perform certain professional services and deliverables as described herein, and Provider represents that it has the necessary qualifications, experience and abilities to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services, including scope, payment, confidentiality and allocation of risks; and

WHEREAS, the parties intend that this Agreement constitute the entire agreement between them with respect to the subject matter hereof.

SCOPE OF WORK

Deliverables shall include the items described above and any intermediate milestones expressly set forth in this Agreement or agreed in writing by the parties. Provider shall perform the services in accordance with commercially reasonable standards of care and in compliance with all applicable laws.

PAYMENT TERMS

Provider shall submit invoices in accordance with the payment schedule above. Client shall pay undisputed amounts within days of receipt of an invoice. Disputed amounts shall be resolved in good faith and the undisputed portion shall be paid.

If Client fails to pay any undisputed invoice when due, Provider may charge interest at the rate specified above, compounded monthly, and may suspend performance upon fourteen (14) days' prior written notice if unpaid amounts remain outstanding.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement. If no End Date is entered, the Agreement shall continue until completion of the Scope of Work.

Either party may terminate for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, that is designated confidential or that a reasonable person would understand to be confidential. Recipient shall (i) hold Confidential Information in confidence, (ii) not disclose it to third parties except as permitted herein, and (iii) use it only to perform under this Agreement. Recipient's obligations do not apply to information that is or becomes publicly known without breach, is rightfully received from a third party, is independently developed without use of Confidential Information, or is required to be disclosed by law or valid order of a court or governmental body (provided Recipient gives prompt notice to disclosing party where permitted).

Breach of confidentiality may cause irreparable harm for which monetary damages are inadequate; accordingly, disclosing party is entitled to seek injunctive relief in addition to remedies at law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider hereby grants Client a non-exclusive, worldwide, royalty-free license to use Deliverables for Client's internal business purposes. Ownership of Provider's pre-existing tools, methodologies, processes, and know-how remains with Provider. Parties may elect to assign ownership of specific deliverables by checking the applicable box below and specifying any exceptions.

Assign all right, title and interest in Deliverables to Client (subject to Provider's pre-existing rights).
Provider retains ownership of Deliverables and grants Client a perpetual, transferable license limited to the uses set forth above.
Exceptions or specific deliverables not covered by the election:

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct or breach of its obligations under this Agreement. The indemnifying party shall pay reasonable attorneys' fees and costs incurred in connection with such claims.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

Notices shall be in writing and delivered to the addresses above by hand, commercial courier, or certified mail, and shall be deemed given upon receipt.

GOVERNING LAW; ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with the laws of: without regard to conflict of laws principles.

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

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

SIGNATURES

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