Business Comunidar Template

Business Comunidar Template

Parties and Effective Date

This General Business Agreement is entered into as of (the Effective Date), by and between:

Recitals

WHEREAS, Client desires to engage Provider to perform services described herein and Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the entire understanding between them with respect to the subject matter hereof and to allocate risk between the parties as provided below;

WHEREAS, the parties desire to memorialize their respective obligations, including the scope, payment terms, confidentiality obligations, and procedures for termination.

Scope of Work

Provider shall perform the services and deliverables described below (collectively, the Services). Provider will exercise commercially reasonable skill, care, and diligence in performing the Services in accordance with applicable industry standards.

Payment Terms

In consideration for the Services, Client shall pay Provider the fees set forth below in accordance with the schedule and invoicing provisions.

Invoices shall be issued by Provider in accordance with the schedule above and are due and payable within days of receipt, unless otherwise agreed in writing.

Bank transfer Check Card

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 upon written notice to the other party if the other party materially breaches any obligation hereunder and fails to cure such breach within after receipt of written notice specifying the breach.

Either party may terminate without cause upon providing prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a 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. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidentiality obligations shall continue for following termination or expiration of this Agreement. Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents and warrants that the Services will be provided in a professional and workmanlike manner consistent with prevailing industry standards. Client shall indemnify and hold harmless Provider from claims arising from Client's misuse of deliverables, except to the extent caused by Provider's gross negligence or willful misconduct. The parties' liability to each other shall be limited to direct damages and shall exclude consequential, incidental, and punitive damages, except for liability resulting from willful misconduct, fraud or confidentiality breaches.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement (including any exhibits or attachments signed by the parties) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by an authorized representative of each party.

Additional Terms

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Delivery by certified mail, return receipt requested, or by nationally recognized courier, or by electronic delivery with confirmation, shall constitute effective notice.

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