Business Document Brevard

Business Document Brevard — General Business Agreement

Parties

This General Business Agreement ("Agreement") is entered into between , a business with principal place of business at ("Service Provider"), and , with principal place of business at ("Client"). Service Provider and Client may be referred to collectively as the "Parties."

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services, consulting, and other commercial activities in and around Brevard County; and

WHEREAS, Client desires to retain Service Provider to perform certain services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their mutual rights and obligations regarding the services to be provided.

Effective Date

This Agreement shall be effective as of (the "Effective Date").

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any change to the Scope of Work that would materially alter the cost, schedule, or deliverables must be documented in a written change order signed by both Parties.

Payment Terms

Unless otherwise agreed in writing, all invoices are due within days of receipt. Late payments shall accrue interest at a rate of on the outstanding balance, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred to enforce payment.

Term and Termination

The term of this Agreement shall commence on and shall expire on unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing prior written notice to the other Party. Either Party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as expressly permitted; and (c) use it solely to perform its obligations under this Agreement. The obligations in this Section shall not apply to information that is publicly known through no fault of the recipient, independently developed by the recipient without use of Confidential Information, or required to be disclosed by law, provided the recipient gives prompt notice to the disclosing Party and cooperates to seek protective measures. Remedies for breach include injunction, specific performance, and damages; monetary damages may be inadequate.

Independent Contractor; Insurance

Service Provider is an independent contractor and not an employee or agent of Client. Service Provider shall be responsible for all taxes and insurance obligations arising from compensation paid under this Agreement. Service Provider shall maintain appropriate insurance coverage as required to perform the services and shall provide certificates of insurance upon reasonable request.

Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from third-party claims to the extent caused by the indemnifying Party's negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. The Parties shall first attempt to resolve any dispute in good faith through negotiation. If unresolved, the Parties agree that disputes shall be resolved by binding arbitration conducted in Brevard County, Florida, unless the Parties agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, together with any written change orders signed by both Parties, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements. No amendment or modification shall be effective unless 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 contact information set forth below or to such other address as a Party may designate by written notice.

Additional Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of that provision. Assignment: Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor by merger or sale of substantially all assets.

Acknowledgment

Each Party represents and warrants that it has the authority to enter into this Agreement, that the person signing on behalf of such Party has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

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