Business Brackets Template

BUSINESS BRACKETS TEMPLATE

This General Business Agreement ("Agreement") is entered into between:

Party A - Company Name:    Address:

Party B - Company Name:    Address:

RECITALS

WHEREAS, Party A operates a business engaging in the provision of goods and/or services and possesses expertise and resources relevant to the activities described herein;

WHEREAS, Party B desires to retain Party A to perform certain services and Party A agrees to perform such services subject to the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth in writing the scope, payment terms, confidentiality obligations and other provisions governing their relationship.

SCOPE OF WORK

PAYMENT TERMS

Compensation to Party A shall be the Total Fee: $ payable according to the schedule below.

Method of Payment:

Late Payment: Any undisputed amount not paid within days after invoicing shall incur interest at or the maximum rate permitted by applicable law, whichever is less. In addition, the non‑paying party shall be responsible for reasonable collection costs and attorney fees.

TERM AND TERMINATION

Term Commencement Date: .    Term Expiration Date: .

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within following written notice specifying the breach.

Upon termination, Party A shall cease performance and invoice for all services rendered and expenses reasonably incurred through the effective date of termination. Payment for undisputed amounts shall be due within of receipt of final invoice.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral or written, that is designated confidential or that a reasonable person would understand to be confidential under the circumstances. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform obligations under this Agreement; and (c) restrict disclosure to employees, agents or subcontractors who have a bona fide need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall not apply to information that: (i) becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates to seek protective measures.

Breach of confidentiality will cause irreparable harm for which monetary damages may be inadequate; accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution of this Agreement has been duly authorized by all necessary corporate action.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amounts actually paid to Party A under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration or litigation as elected by the parties: Arbitration    Litigation

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, negotiations and agreements. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a sale of all or substantially all of its assets or equity.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the party at the address set forth above or to such other address as either party designates by written notice. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

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