Business Document Adamo

BUSINESS DOCUMENT ADAMO

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

RECITALS

WHEREAS, Client desires to obtain certain business services described herein, and Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance, payment and administration of the services to be provided under this Agreement.

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

SCOPE OF WORK

Provider shall perform the services described above (the Services) in a professional and workmanlike manner consistent with industry standards. Provider shall assign personnel reasonably qualified to perform the Services and shall comply with any reasonable policies provided in writing by Client prior to commencement of Services.

PAYMENT TERMS

Unless otherwise agreed in writing, Provider shall invoice Client in accordance with the payment schedule above. Invoices are due and payable within thirty (30) days of receipt. Overdue amounts shall accrue interest at the rate stated in the Late Payment Fee field above, or if no rate is specified, at the maximum rate permitted by applicable law. Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least the Notice Period specified above. Either party may terminate immediately for material breach by the other party if such breach remains uncured for ten (10) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of the obligation to pay for Services performed and costs incurred through the effective date of termination. Sections relating to Confidentiality, Indemnification, Governing Law and payment of accrued amounts shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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. Confidential Information includes, but is not limited to, business plans, technical data, financial information, trade secrets, and customer lists.

The Receiving Party shall (a) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in the Receiving Party’s possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Upon written request or upon termination of this Agreement, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information and certify destruction if requested.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction listed below, without regard to its conflict of laws principles. Governing Jurisdiction:

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to the subject matter hereof. Any amendment or waiver must be in writing and signed by both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets or business.

Remedies: The parties acknowledge that breach of the confidentiality provisions or other material obligations under this Agreement may cause irreparable harm for which monetary damages are inadequate, and the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or organizational right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that its performance will not violate any other agreement to which it is a party.

Sign Now