Business Custom Paperwork

BUSINESS CUSTOM PAPERWORK

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

RECITALS

WHEREAS, Client desires to obtain certain services and deliverables from Service Provider, and Service Provider represents that it has the expertise, personnel, and resources necessary to perform such services in accordance with the terms set forth herein; and

WHEREAS, the parties wish to set forth the scope, compensation, schedule, and other material terms governing the relationship between them in a single integrated agreement to avoid uncertainty and to allocate risks between the parties.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services and deliver the work product described below in a professional and workmanlike manner consistent with industry standards:

PAYMENT TERMS

In consideration for the services rendered under this Agreement, Client shall pay Service Provider in accordance with the terms set forth below. All payments due under this Agreement are exclusive of applicable taxes unless otherwise stated.

Client shall pay undisputed invoices within the invoice due period specified above. Client must notify Service Provider in writing of any disputed amounts within ten (10) days of receipt of an invoice, identifying the basis for the dispute. Undisputed portions of invoices must be paid on time. Overdue amounts shall accrue interest at the late fee rate specified above, or if no rate is specified, at one percent (1%) per month.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days after receipt of written notice describing the breach.

Upon termination for any reason, Service Provider shall be entitled to payment for all services performed and reimbursable expenses incurred through the effective date of termination, subject to set-off for any amounts owed by Service Provider to Client.

CONFIDENTIALITY

Each party (Receiving Party) acknowledges that in connection with this Agreement it may receive Confidential Information of the other party (Disclosing Party). Confidential Information means non-public information disclosed in any form 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.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to its employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of the Receiving Party; (ii) was known to the Receiving Party at the time of disclosure as demonstrated by written records; (iii) is lawfully obtained from a third party who has the right to disclose it; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against losses arising out of claims by third parties to the extent caused by the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Notwithstanding the foregoing, in no event shall either party be liable to the other for incidental, consequential, special, punitive, or exemplary damages, except for liability arising from willful misconduct, gross negligence, or breach of confidentiality obligations.

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 law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If negotiation fails, the parties may seek any available legal or equitable remedies.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations hereunder.

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