Business Copy Cat Template

Business Copy Cat Template

This General Business Agreement (the Agreement) is entered into as of (Effective Date) by and between Service Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

WHEREAS

1. Service Provider is engaged in the business of developing, reproducing and implementing business materials, operational templates and related deliverables, and possesses the personnel, technical capability and experience to provide such services.

2. Client desires to engage Service Provider to produce and deliver certain business deliverables and process templates (the Deliverables) for Client's use, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

3. The parties intend that the Deliverables shall be provided in a manner that protects Client's confidential and proprietary information while permitting Service Provider to exercise reasonable commercial reuse rights only as expressly granted below.

Scope of Work

Payment Terms

Compensation to Service Provider for the Scope of Work shall be:

Any undisputed amount not paid within days of the due date shall accrue interest at the lesser of: % per month, or a late fee of , plus reasonable collection costs and attorneys' fees incurred by the non-breaching party.

Term and Termination

Term: This Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all Services performed and Deliverables delivered and accepted through the effective date of termination and shall promptly return or destroy Service Provider materials as mutually agreed.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether oral, written or in electronic form, including business plans, customer lists, pricing, trade secrets, strategies, and any Deliverables that embody such information.

Obligations: The receiving party shall (a) use Confidential Information solely to perform under this Agreement, (b) restrict disclosure to its employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information which is (i) publicly available without breach, (ii) lawfully received from a third party without restriction, (iii) independently developed without reference to Confidential Information, or (iv) required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective measures.

Duration: The confidentiality obligations shall survive termination or expiration of this Agreement for a period of years.

Intellectual Property; Limited License

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and proprietary methodologies. Upon full payment, Service Provider grants to Client a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely for Client's internal business purposes.

Restrictions: Client shall not sell, sublicense, redistribute, or otherwise make the Deliverables available to third parties without the prior written consent of Service Provider. Service Provider may retain the right to reuse general concepts and non-identifying templates provided such reuse does not disclose Client's Confidential Information.

Representations; Indemnity; Limitation

Each party represents that it has the full corporate power and authority to enter into this Agreement. Service Provider represents that the Services will be performed in a professional and workmanlike manner. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client-provided materials, misuse of Deliverables, or Client's failure to obtain necessary rights in underlying content.

EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 agree that any dispute arising out of this Agreement shall be resolved in the state or federal courts located in that jurisdiction.

Entire Agreement; Amendment

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification shall be in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except to a successor in interest to substantially all of the assigning party's business by merger or sale of assets.

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with one that comes closest to the parties' intent.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency relationship.

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