Business BC Template

BUSINESS BC TEMPLATE

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

RECITALS

WHEREAS, the Client desires to engage the Service Provider to perform business advisory, consulting and implementation services in respect of the Client's operations and commercial initiatives in British Columbia; and

WHEREAS, the Service Provider represents that it possesses the experience, personnel and resources necessary to provide the services described herein and is willing to provide such services on the terms and conditions set forth below; and

WHEREAS, the parties wish to set out their respective rights and obligations with respect to the engagement.

SCOPE OF WORK

The Service Provider shall perform the services set out above (the "Services") in a professional manner consistent with industry standards. Any change to the Scope of Work must be approved in writing by both parties and, where applicable, will be subject to adjustment of fees and schedule in accordance with the Payment Terms below.

PAYMENT TERMS

Invoices shall be issued by the Service Provider in accordance with the Payment Schedule. Unless otherwise agreed in writing, the Client shall pay each undisputed invoice within calendar days of receipt. All amounts are payable in lawful money of Canada and are exclusive of applicable taxes, duties and withholdings, which shall be the responsibility of the Client unless otherwise stated.

Late payments shall accrue interest at the rate specified above per month (or the maximum permissible by applicable law, if less) from the date payment is due until paid in full. The Client is responsible for all collection costs, including reasonable legal fees, incurred by the Service Provider in collecting overdue amounts.

TERM AND TERMINATION

Term Commencement Date:    Term Expiry Date:

This Agreement shall commence on the Term Commencement Date and continue until the Term Expiry Date unless earlier terminated in accordance with this section. Either party may terminate this Agreement for convenience upon providing the other party with not less than days' prior written notice.

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve the Client of the obligation to pay for Services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other party, whether orally, in writing or by inspection of tangible objects, including business and marketing plans, financial information, customer and supplier data, trade secrets and any other information that by its nature ought reasonably to be treated as confidential. Confidential Information does not include information that is (i) already in the receiving party's lawful possession without obligation of confidentiality, (ii) becomes generally available to the public other than through breach of this Agreement, (iii) is rightfully obtained by the receiving party from a third party without restriction, or (iv) is independently developed by the receiving party without the use of Confidential Information.

The receiving party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, agents and professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) not use Confidential Information for any purpose other than the performance of its obligations or the exercise of its rights under this Agreement.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, provided that trade secrets and other information that qualifies for protection for a longer period shall remain protected for that longer period. The parties acknowledge that a breach of this confidentiality provision may give rise to irreparable injury for which monetary damages may be an inadequate remedy and agree that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, gross negligence or willful misconduct. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought and shall cooperate reasonably in the defense and settlement of any such claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of the Province of British Columbia for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT AND MISCELLANEOUS

This Agreement, including any schedules or attachments signed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral, relating to the subject matter hereof. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of any provision shall constitute a waiver of any other breach or of such provision.

NOTICES

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