Business CGBC Document

BUSINESS CGBC DOCUMENT

This Business CGBC Document ("Agreement") is entered into as of Effective Date: by and between Party A Name: and Party B Name: . Each of Party A and Party B is referred to herein as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Party A is engaged in the business of providing products and/or services as set forth herein and has the capacity and expertise to perform the Scope of Work described below; and

WHEREAS, Party B seeks to retain Party A to perform certain services under the terms and conditions of this Agreement and the Parties desire to set forth their respective rights and obligations in writing.

WHEREAS, the Parties intend for this Agreement to govern their commercial relationship with respect to the subject matter hereof and to supersede any prior oral or written agreements between them concerning the same subject matter.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: . Payments shall be made in accordance with the schedule below.

Invoices shall be submitted by Party A to Party B and are due within days from receipt unless otherwise agreed in writing. Payments shall be made by: .

Late Payment Fee: Any undisputed amount not paid when due shall accrue interest at the rate of (or the maximum rate permitted by law, if lower), plus all reasonable costs of collection, including attorneys' fees.

Taxes: Unless otherwise expressly stated, all fees are exclusive of taxes, and the Party responsible for payment shall be responsible for all applicable taxes imposed by any government authority, excluding taxes based on the net income of the performing Party.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either Party may terminate this Agreement for convenience upon providing the other Party with no less than days' prior written notice. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, Party A shall deliver to Party B any work in progress and Party B shall pay Party A for all services performed and expenses reasonably incurred through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information designated as confidential by a Party or which, by its nature or the circumstances of disclosure, would reasonably be considered confidential. Each Party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except as required by law or to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

The obligations in this section shall survive termination or expiration of this Agreement for a period of years, provided that trade secrets and information protected by applicable law shall remain protected for so long as such status continues.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any written attachments or exhibits accepted by the Parties, 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 written or oral.

Assignment: Neither Party may assign or transfer this Agreement or its rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor by merger or acquisition or to an entity that acquires substantially all of its assets, provided that the assignee assumes all obligations hereunder.

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

Limitation of Liability: Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither Party's aggregate liability under this Agreement shall exceed the total amounts actually paid by Party B to Party A under this Agreement in the twelve (12) months preceding the claim.

Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate in writing in accordance with this section. Notice is deemed given upon personal delivery, confirmed delivery by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Sign Now