Business Document 2024

Business Document 2024

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

Client Name:     Provider Name:

WHEREAS

WHEREAS, Client is engaged in the business of providing goods and services and desires to retain Provider to perform certain services described herein under the terms and conditions of this Agreement; and

WHEREAS, Provider represents that it has the necessary expertise, personnel, and authorization to perform the services described in this Agreement and agrees to perform such services for Client in accordance with the terms set forth below; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to the provision of services.

SCOPE OF WORK

Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with applicable industry standards. The description of services and deliverables is as follows:

PAYMENT TERMS

Client shall pay Provider for the services performed as set forth in this section. All fees are exclusive of taxes unless otherwise stated.

Provider shall submit invoices to Client. Payments are due within days of receipt of a proper invoice.

Overdue amounts shall incur a late fee equal to per month (or the maximum allowed by law, if less) on the unpaid balance until paid in full.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Agreement.

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 this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means business information, trade secrets, technical data, pricing, customer lists, and other non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement. Recipient shall (a) not disclose Confidential Information to any third party except as permitted by this Agreement, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure at least as stringent as those used to protect its own confidential materials. Confidential Information shall not include information that is or becomes generally known to the public through no fault of Recipient, or that was rightfully in Recipient's possession without restriction prior to disclosure.

Upon termination of this Agreement or upon Discloser's written request, Recipient shall return or destroy all Confidential Information and certify in writing to Discloser that it has complied with this obligation.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing intellectual property. All deliverables specifically prepared for Client under this Agreement and paid in full shall be assigned to Client upon full payment, subject to Provider's ownership of any underlying tools, methodologies, or general know-how. Provider warrants that deliverables will not infringe third-party intellectual property rights and agrees to indemnify Client for claims arising from such infringement to the extent caused by Provider's work.

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 to resolve disputes in good faith by negotiation. If unresolved, disputes shall be submitted to binding arbitration in the county of the governing state selected above, unless the parties mutually agree otherwise in writing.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality, in no event shall either party be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments 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, 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.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below by hand, certified mail, return receipt requested, or recognized overnight carrier.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

Provider further represents that the services will be performed in a professional manner consistent with industry standards and that Provider will comply with all applicable laws and regulations in performing the services.

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