Business Altura Template

BUSINESS ALTURA TEMPLATE

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: with principal address and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional services and solutions related to business operations, and possesses the expertise, personnel and resources required to perform the services described herein; and

WHEREAS, Client desires to retain Provider to perform such services under the terms and conditions set forth in this Agreement, and Provider is willing to perform such services for Client in accordance with those terms; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the Fees described below for the performance of Services. All fees are due in United States dollars unless otherwise agreed in writing.

Invoices are due according to the Payment Schedule. Any undisputed amount not paid within thirty (30) days of invoice date shall bear interest at the rate specified above, and the prevailing party may suspend performance until payment is made in full. Client shall be responsible for reasonable collection costs and 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 written notice to the other party at least days prior to the effective termination date. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means 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 party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information from unauthorized use, disclosure, or access with at least the same degree of care it uses to protect its own similar confidential information but no less than reasonable 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 to protect such information. Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, including lost profits, even if advised of the possibility of such damages. Provider's aggregate liability for claims arising out of or relating to this Agreement shall be limited to the total Fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between executives who have authority to settle the controversy. If the dispute is not resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration pursuant to the rules of a neutral arbitration forum selected by the parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits and accepted statements of work executed under this Agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, understandings and communications, whether written or oral. No modification of this Agreement shall be effective except by a writing signed by authorized representatives of both parties.

MISCELLANEOUS

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 its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its business or assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth below or as otherwise provided in writing by the parties.

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