Business Blocks Template

BUSINESS BLOCKS TEMPLATE

This General Business Agreement (the "Agreement") is made and entered into as of Effective Date: , by and between Client Name: , located at Client Address: , and Service Provider Name: , located at Provider Address: .

RECITALS

WHEREAS, Client desires to procure certain business services and deliverables described below; and

WHEREAS, Provider represents that it possesses the expertise, personnel, and resources necessary to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

SCOPE OF WORK

Provider shall perform the services described above (the "Services") in a professional manner consistent with industry standards. Provider shall deliver all agreed deliverables, meet milestone dates and respond to Client inquiries within a commercially reasonable time.

PAYMENT TERMS

Unless otherwise stated in the payment schedule, invoices shall be due within days of invoice receipt. All payments shall be made in lawful currency to the payee designated by Provider.

Late payments shall accrue interest at the lesser of the maximum rate permitted by law or % per month, compounded monthly. Alternatively, a flat late fee of may apply where permitted.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement without cause upon days' prior written notice. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within days after receipt of notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether written, oral or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Receiving Party shall (i) hold Confidential Information in confidence and exercise at least the same standard of care it uses to protect its own confidential information but no less than reasonable care; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in Receiving Party's possession prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in seeking a protective order or confidential treatment.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

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

GOVERNING LAW; 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 attempt in good faith to resolve any dispute by negotiation. If unresolved within thirty (30) days, the parties may pursue any available legal or equitable remedies in the courts of the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules and any written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral.

MISCELLANEOUS PROVISIONS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision is found to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other except to a successor in interest by merger or sale of substantially all 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 designates in writing. Notice is effective upon personal delivery, confirmed electronic delivery, or three (3) days after deposit with a nationally recognized overnight courier.

Sign Now