Business Document Archer Docs

Business Document Archer Docs

This General Business Agreement ("Agreement") is entered into as of by and between Client Name: ("Client") and Contractor Name: ("Contractor"). Client and Contractor are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client desires to engage Contractor to perform certain business services described herein, and Contractor represents that it has the capability, experience and personnel to perform such services in accordance with the terms of this Agreement;

WHEREAS, Contractor agrees to provide the services on the terms and conditions set forth in this Agreement in consideration of the payments and other obligations described below;

WHEREAS, the Parties desire to set forth their complete agreement regarding the relationship, duties, compensation, confidentiality, and dispute resolution procedures between them.

SCOPE OF WORK

Contractor shall perform the services set forth in this section and any attachments incorporated by reference. The scope, deliverables, acceptance criteria and timeline shall be as described below.

PAYMENT TERMS

As consideration for the performance of the Services, Client shall pay Contractor as follows. All payments shall be made in United States dollars unless otherwise agreed in writing.

All undisputed amounts not paid when due shall accrue interest at the rate set forth above or, if no rate is specified, at the maximum rate permitted by applicable law. Client shall pay reasonable costs of collection, including attorneys' fees, for amounts delinquent beyond thirty (30) days.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days after receipt of written notice identifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed or expenses reasonably incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing Party to the receiving Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes business plans, technical data, pricing, customer lists, trade secrets, and other proprietary information.

The receiving Party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) 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 confidentiality obligations no less protective than this Agreement.

The obligations in this section shall not apply to information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was in the receiving Party's possession prior to receipt from the disclosing Party; (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the receiving Party provides prompt notice to the disclosing Party to allow an opportunity to seek protective relief.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties shall first attempt to resolve disputes in good faith through negotiation. If negotiation fails, the Parties may pursue any available legal or equitable remedies in the courts of the governing state.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendments and Waivers: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. A waiver of any breach shall not operate as a waiver of any subsequent breach.

Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that a Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes the assigning Party's obligations under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses set forth below or to such other address as either Party may designate by notice.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of law in connection with the performance of its obligations hereunder.

SIGNATURES

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