Business CA Document

Business CA Document

Parties

This General Business Agreement ("Agreement") is entered into effective as of by and between:

Recitals

WHEREAS, Client is engaged in the business of operating and managing commercial activities within the State of California and requires certain services described below; and

WHEREAS, Contractor represents that Contractor has the experience, expertise, and personnel necessary to perform the services set forth in this Agreement and is willing to perform such services for Client on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Contractor shall perform the services and deliverables described below in accordance with accepted professional standards. Specific deliverables, milestones, and acceptance criteria shall be set forth by the parties and may be appended as an exhibit to this Agreement.

Payment Terms

Client shall pay Contractor for the services performed as follows. All amounts are in lawful U.S. currency.

Contractor shall submit invoices to Client. Payments are due within days of receipt of an undisputed invoice.

Any undisputed amount not paid within the time set forth above shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse Contractor for reasonable collection costs incurred.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other party, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to its employees, agents, and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.

Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title, and interest in and to any deliverables created specifically for Client under this Agreement, including copyrights and other intellectual property rights. Contractor may retain ownership of pre-existing materials, tools, templates, and know-how used in the performance of services; Contractor grants Client a non-exclusive, perpetual, royalty-free license to use such pre-existing materials that are incorporated into deliverables solely to the extent necessary to use the deliverables for their intended purpose.

Indemnification; Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Notices

Governing Law; Forum

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles. The parties agree that exclusive jurisdiction and venue for any disputes arising out of or relating to this Agreement shall be in the state or federal courts located in the County agreed by the parties within California, and each party hereby consents to such jurisdiction and venue.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the original intent as nearly as possible.

Signatures

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