Business Document ARCPLC

Business Document ARCPLC

This General Business Agreement (the Agreement) is entered into as of (Effective Date), by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Client seeks to retain Service Provider to perform certain professional services as further described herein; and

WHEREAS, Service Provider represents that it has the skill, experience, and capacity to provide the services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which such services will be provided.

Scope of Work

Service Provider shall perform the services and deliverables described below. The scope may be amended only by written change order signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for the services rendered. All amounts are in lawful currency and exclude applicable taxes unless otherwise stated.

Invoices are due as specified above. Unpaid amounts shall accrue interest at the greater of the stated late fee or the maximum rate permitted by law. Client is responsible for any collection costs, including reasonable attorneys’ fees, incurred by Service Provider to recover overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (Recipient) shall hold in confidence and not disclose to any third party Confidential Information of the other party (Discloser) and shall use such Confidential Information only for the performance of this Agreement. Confidential Information means non-public business, technical, financial, or other information 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 obligations set forth in this clause shall remain in effect for a period of years following termination or expiration of this Agreement. Notwithstanding the foregoing, information that: (a) is or becomes public other than by breach of this Agreement; (b) was already known by the Recipient without obligation of confidentiality; or (c) is required to be disclosed by law or court order, is not subject to this confidentiality obligation, provided that Recipient provides prompt notice to Discloser and seeks protective relief where appropriate.

Representations; Indemnity; Limitation of Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Service Provider’s gross negligence or willful misconduct in the performance of the services. Client shall indemnify Service Provider for claims arising from Client’s breach of this Agreement or misuse of deliverables.

Except for liability arising from a party’s willful misconduct or breach of confidentiality, neither party’s aggregate liability under this Agreement shall exceed the total amounts paid or payable to Service Provider under this Agreement during the twelve (12) 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment to this Agreement shall be effective 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 that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets.

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