Business Atlantic Document

Business Atlantic Document

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

WHEREAS

WHEREAS, Client seeks to retain Service Provider to perform certain business development, market analysis, advisory, and implementation services specifically directed at Atlantic regional operations (the "Services"); and

WHEREAS, Service Provider represents that it possesses the professional qualifications, experience, and personnel necessary to perform the Services and agrees to perform the Services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms governing the scope, compensation, confidentiality, term and termination, and other material provisions governing their relationship.

Scope of Work

Service Provider shall perform the Services described below. The Services shall include all tasks, milestones, deliverables, and acceptance criteria necessary to satisfy the objectives identified by Client.

Payment Terms

Compensation for the Services shall be as follows. Unless otherwise agreed in writing, all amounts are payable in United States dollars.

Invoicing and due dates: Invoices shall be submitted to Client in accordance with the Payment Schedule and are due and payable within days of invoice receipt. Payments not received within the stated period shall accrue a late fee as set forth below.

Taxes and expenses: Client shall be responsible for any sales, use, value‑added, or similar taxes that are legally required to be paid by Client, and for any preapproved, reasonable out-of-pocket expenses incurred by Service Provider in the performance of the Services.

Term and Termination

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

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the intended termination date. Either Party may terminate immediately for material breach that remains uncured for 15 days following written notice of such breach, or immediately for insolvency, bankruptcy filing, or appointment of a receiver over substantially all of a Party's assets.

By checking this box, Parties agree that, unless notice of nonrenewal is provided in writing at least the Notice Period above prior to the End Date, this Agreement shall automatically renew for successive terms of equal duration to the initial Term.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by either Party to the other, whether in written, electronic, or oral form, 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 to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than those herein, and (iii) employ reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly known through no breach by Receiving Party, or that is independently developed without use of Confidential Information.

Return or destruction: Upon termination or written request, Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction in writing, except as required to be retained by law or for archival purposes subject to continued confidentiality obligations.

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 first seek to resolve any dispute arising under or relating to this Agreement through good faith negotiations. If negotiations do not resolve the dispute within 30 days, the Parties may pursue any remedies available at law or in equity in the courts of the chosen jurisdiction.

Representations; Entire Agreement

Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the Services will be performed in a professional and workmanlike manner, consistent with industry standards.

Entire Agreement: This Agreement, including any attachments or written statements of work 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 communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from its negligence, willful misconduct, or breach of this Agreement. Except for claims arising from a Party's gross negligence, willful misconduct, or breach of confidentiality obligations, neither Party's aggregate liability for any claim arising under this Agreement shall exceed the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth above or to any other address a Party designates by written notice to the other Party.

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