Business Document CAL 2023

Business Document CAL 2023

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

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client engages Service Provider to perform certain business, advisory and/or operational services described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel and capacity to perform the Services in a professional and timely manner in accordance with industry standards and the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Services shall be provided and compensation shall be paid.

SCOPE OF WORK

Services shall include the tasks, deliverables, milestones and acceptance criteria described in the Description of Services above. Any material change in scope will require a written change order signed by authorized representatives of both parties and may result in an adjustment to compensation or schedule.

PAYMENT TERMS

Payments not received within the invoice terms shall accrue interest at a rate of per month, compounded monthly, or the maximum lawful rate if lower, plus a one-time late fee of . Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees and court costs, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date: and shall continue until the End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than prior to the effective date of termination. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether oral, written, electronic or tangible, that is designated as confidential or that, from the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential.

The Receiving Party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors or agents with a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The Receiving Party shall not be obligated with respect to information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of or reference to Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt written notice and reasonably cooperates with the Disclosing Party to seek protective measures.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability resulting from willful misconduct or gross negligence, in no event shall either party be liable for special, incidental, consequential, punitive or exemplary damages arising out of or in connection with this Agreement, whether in contract, tort or otherwise. The aggregate liability of either party under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

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 out of this Agreement.

NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered to the addresses specified below by personal delivery, certified mail (return receipt requested) or nationally recognized overnight courier, or by email addressed to the notice email provided, provided that an email is promptly followed by a hard copy by one of the foregoing methods.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, appendices or timely executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible.

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