Business Bean Template

BUSINESS BEAN TEMPLATE

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

WHEREAS

WHEREAS, Client Name: desires to engage Service Provider to perform certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources necessary to perform the services on the terms set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client agrees to pay Service Provider the sum of USD for the services described in the Scope of Work. Payment shall be made in accordance with the payment schedule below.

Late Payment: In the event any undisputed amount is not received by Service Provider within days after the due date, Client shall pay a late fee of on the outstanding balance, compounded monthly, together with all reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party not less than days prior to the intended termination date. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other, whether oral, written, electronic, or otherwise, 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: Each party agrees to (i) hold the other party's Confidential Information in strict confidence, (ii) use such Confidential Information solely for the performance or enforcement of this Agreement, and (iii) restrict disclosure of such Confidential Information to those employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those set forth herein.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) was in the receiving party's possession prior to receipt from the disclosing party, (c) is rightfully received by the receiving party from a third party without restriction, or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY AND DELIVERABLES

Ownership: Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, perpetual, worldwide license to use deliverables provided under this Agreement for Client's internal business purposes. Pre-existing intellectual property of either party remains the sole property of that party.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of that party's breach of this Agreement, negligence, or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments hereto, 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 modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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