Business BBR Template

BUSINESS BBR TEMPLATE

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

Client Name:   Principal Address:

Service Provider Name:   Principal Address:

WHEREAS

WHEREAS, Client operates a business and seeks the assistance of Provider to perform the services and deliverables described herein; and

WHEREAS, Provider has represented that it has the necessary expertise, personnel and resources to perform the scope of services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality and other matters described below.

SCOPE OF WORK

All work performed under this Agreement shall be in accordance with the specifications set forth above and any statement of work or schedule agreed in writing by the parties. Provider will provide personnel reasonably skilled in the applicable disciplines and will perform in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Unless otherwise stated, amounts are payable in United States dollars. Invoices are due within days of invoice receipt. Late payments shall bear interest at the lesser of % per month or the maximum rate permitted by law.

Client will reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the services upon submission of itemized receipts or other reasonable documentation.

TERM AND TERMINATION

This Agreement shall commence on , (Start Date), and shall continue until , (End Date), unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Termination for cause will not relieve the breaching party of liability for damages resulting from the breach. Upon termination, Client shall pay Provider for all work performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other that is designated as confidential or that, by its nature, would reasonably be considered confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) is rightfully received from a third party without restriction and without breach of any obligation to the disclosing party; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, in which case the receiving party will provide prompt notice to enable the disclosing party to seek protective measures.

The receiving party shall: (i) use Confidential Information solely to perform obligations or exercise rights under this Agreement; (ii) restrict disclosure to employees, agents or subcontractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations in this section shall survive termination of this Agreement for years, except that trade secrets shall be protected for so long as they qualify as trade secrets.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party will be liable to the other for incidental, consequential, special or punitive damages, even if advised of the possibility of such damages. Except with respect to willful misconduct or liability for personal injury or physical damage to tangible property, each party's aggregate liability under this Agreement shall not exceed the total fees paid to Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules, statements of work and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous communications, proposals and agreements, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

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