Business ASS Docs

BUSINESS ASS DOCS - GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of by and between:

Client Name:    Address:

Service Provider Name:    Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services and deliverables described in this Agreement, and Service Provider has the capacity and expertise to perform such services under the terms set forth herein; and

WHEREAS, the parties intend to set forth their agreement with respect to the scope, compensation, confidentiality, term and termination, and other material terms applicable to the provision of those services; and

WHEREAS, the parties mutually agree to be bound by the terms and conditions contained in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliver the work product described below. The description constitutes the primary obligations of Service Provider under this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the services described in the Scope of Work in accordance with the following terms.

Payment is due according to the schedule above. Unless otherwise specified, invoices are due within days of invoice date.

Late Payment: Any overdue amount shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate, commencing after a grace period of days following written notice of non-payment. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party to the other, whether orally, in writing or by inspection, 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.

Obligations: Receiving Party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) restrict disclosure of Confidential Information to those employees, contractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that Receiving Party can demonstrate (a) was or becomes publicly available through no fault of Receiving Party, (b) was rightfully known by Receiving Party prior to disclosure without obligation of confidentiality, (c) was independently developed by Receiving Party without use of the disclosing party's Confidential Information, or (d) is rightfully obtained from a third party without restriction.

Duration: The obligations in this section shall survive termination of this Agreement for a period of years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Remedies: The parties acknowledge that breach of this section would cause irreparable harm for which monetary damages may be inadequate and that the disclosing party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedy available at law or in equity.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims, losses, liabilities, damages and reasonable costs (including attorneys' fees) arising out of that party's gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: Except for liability arising from breach of confidentiality, indemnification obligations, gross negligence, or willful misconduct, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid or payable to Service Provider under this Agreement during the preceding twelve (12) month period.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the federal and state courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, representations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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