Business Bright Document

Business Bright Document

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: and Contractor Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Company engages in the business of providing professional business services, consulting, marketing, technology and related solutions and desires to engage Contractor to perform certain services on the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor represents that it has the skill, experience and expertise necessary to perform the services described herein and is willing to provide such services to Company under the terms of this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions of their understanding and the Parties intend for this Agreement to constitute a binding contractual relationship between them.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF WORK

Contractor shall perform the work described above in a professional and workmanlike manner in accordance with industry standards. Deliverables shall be completed according to the schedule set forth in the Scope of Work or, if none is set forth, within a commercially reasonable time.

2. PAYMENT TERMS

Unless otherwise agreed in writing, Company shall pay Contractor in U.S. dollars within days of receipt of a proper invoice. Invoices must reference the applicable purchase order or project reference and itemize charges.

Late payments shall incur interest at a rate of per month on the outstanding balance, to the maximum extent permitted by applicable law, together with any collection costs reasonably incurred by the non-paying Party.

3. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective termination date. Either Party may terminate immediately for material breach by the other Party if such breach is not cured within thirty (30) days after written notice of such breach.

Upon termination, Contractor shall deliver all completed and in-progress work and Company shall pay Contractor for work performed through the effective date of termination, subject to set-off for any amounts owed by Contractor to Company.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either Party to the other Party 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. Confidential Information includes, without limitation, business plans, pricing, customer lists, trade secrets, technical information and other proprietary information.

Each Party agrees (a) to hold Confidential Information of the other Party in strict confidence using 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 to use Confidential Information except to perform its obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations in this Section shall survive for following termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor assigns to Company all right, title and interest in and to deliverables created specifically for Company under this Agreement, and Contractor shall execute all documents reasonably necessary to effectuate such assignment. Contractor retains ownership of its pre-existing materials and general knowledge, skills and methodologies, subject to the license grant below.

Contractor hereby grants Company a perpetual, worldwide, royalty-free, transferable license to use any Contractor pre-existing materials incorporated in deliverables to the extent necessary to use the deliverables as intended by this Agreement.

6. REPRESENTATIONS & WARRANTIES

Each Party represents that it has the full corporate or legal power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality or indemnification obligations, in no event shall either Party be liable for any incidental, consequential, special or punitive damages. The total aggregate liability of either Party for any claim arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Company to Contractor under this Agreement in the six (6) months preceding the event giving rise to the claim.

8. INDEMNIFICATION

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

9. NOTICES

All notices required or permitted hereunder shall be in writing and delivered by hand, certified mail (return receipt requested) or nationally recognized overnight courier to the addresses set forth above or to such other address as either Party may designate in writing pursuant to this Section. Notices shall be deemed given on the date of receipt.

10. GOVERNING LAW

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.

11. MISCELLANEOUS

Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Company may assign to an affiliate or successor in interest without Contractor's consent.

Amendment: This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

12. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral, relating to such subject matter.

ADDITIONAL TERMS

Sign Now