Business Chelsea Document

Business Chelsea Document

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client is engaged in lawful business activities and requires certain professional services to be performed by Provider; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to perform the services described in this Agreement and is willing to provide such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth their mutual rights and obligations regarding the performance, payment and confidentiality of the services to be provided.

1. Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Provider will comply with reasonable schedules and milestones agreed in writing by the parties.

2. Payment Terms

In consideration for the services, Client shall pay Provider in accordance with the following terms. All sums are payable in lawful currency of the United States unless otherwise agreed in writing.

Payments are due within days of invoice unless otherwise specifically provided in the payment schedule. Provider shall submit invoices that reasonably itemize fees and expenses.

3. Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date: ; End Date:

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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, financial data, intellectual property, client lists and technical information.

Each receiving party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information, but in no event less than reasonable care; (b) 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 obligations of confidentiality at least as protective as those in this Agreement; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the receiving party gives prompt written notice and cooperates with the disclosing party's efforts to obtain a protective order.

The obligations of confidentiality 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. Remedies at law may be inadequate for breach of this Section and the non-breaching party shall be entitled to injunctive relief and any other available equitable remedies in addition to damages.

5. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below. Notices shall be deemed given when delivered in person, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

6. 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 agree that any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives. If unresolved, the parties submit to the exclusive jurisdiction of state or federal courts located in the county in which the governing law state’s capital is located, unless the parties agree in writing to mediation or alternative dispute resolution.

7. Miscellaneous Provisions

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Provider may assign receivables to a financing party.

Independent Contractor: Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship between the parties.

8. Entire Agreement

This Agreement, together with any appendices and schedules executed 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, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Representations and Warranties; Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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