Business Contract Format

BUSINESS CONTRACT FORMAT

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

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider represents that it has the experience, qualifications, and facilities necessary to perform such services in a timely and professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide the services and Client will compensate Service Provider for such services;

WHEREAS, the parties agree that the specific scope, schedule, payment, confidentiality, and termination provisions set forth below shall govern their relationship.

Scope of Work

Service Provider shall perform the services described below in a professional manner consistent with industry standards. The parties acknowledge that any modification to the Scope of Work requires written agreement signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider for the services described herein in accordance with the following terms. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall bear interest and fees as provided below.

If any undisputed amount remains unpaid beyond thirty (30) days after the due date, Client shall pay interest at the rate specified above, together with any costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the completion of the Scope of Work or until terminated as provided below.

Commencement Date: Month: Day: Year:

Termination Date (if any): Month: Day: Year:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination, nor shall it relieve either party of liability for breaches occurring prior to termination.

Confidentiality

Each party (the Recipient) acknowledges that, in the course of performance, it may receive Confidential Information of the other party (the Discloser). Confidential Information means non-public business, technical, financial, and other proprietary information designated as confidential or that reasonably should be understood to be confidential. The Recipient shall: (a) use Confidential Information solely for performance under this Agreement; (b) not disclose Confidential Information to any third party except to those affiliates, employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Recipient; or (iv) is required to be disclosed by law, provided the Recipient gives the Discloser prompt written notice and cooperates with any attempt to limit disclosure.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing intellectual property and tools, and Client shall own all deliverables and work product specifically created for Client under this Agreement upon full payment of amounts due. Service Provider grants Client a perpetual, non-exclusive license to any Service Provider pre-existing materials embedded in the deliverables solely to the extent necessary to use the deliverables for their intended purpose.

Indemnification and Liability

Each party agrees to indemnify, defend, and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct or gross negligence, the parties' aggregate liability to each other for any claim arising out of or related to this Agreement shall not exceed the total amount paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law

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 legal action arising out of this Agreement shall be venued in courts located within that state unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including all exhibits and schedules attached hereto and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No modification or amendment of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Notice

All 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. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after being deposited in the U.S. mail, postage prepaid.

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