Business Document Clearsight Docs

Business Document Clearsight Docs

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

Recitals

WHEREAS, Client is engaged in the operation of its business and requires certain services and deliverables described herein; and

WHEREAS, Service Provider has represented that it has the expertise, personnel, and resources necessary to perform the services set forth in this Agreement; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the provision of such services under the terms and conditions set forth below.

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, acceptance criteria, milestones and any required personnel are to be set forth in the Description of Services or an attached statement of work incorporated into this Agreement.

Payment Terms

Unless otherwise agreed in writing, Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Disputed items shall be resolved in good faith and the undisputed portion of any invoice shall be paid on time.

Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower) on the unpaid balance from the due date until paid in full. In addition to interest, Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with written notice no less than days prior to the effective termination date. Either party may terminate for cause upon written notice 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.

In the event of termination, Client shall pay Service Provider for all services performed and reasonable costs incurred through the effective date of termination. Termination shall not affect rights and obligations that arose prior to termination or any provision, which by its nature is intended to survive termination.

Confidentiality

Each party (the "Receiving Party") shall keep in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use Confidential Information except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

The Receiving Party shall 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. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

Upon termination or request, the Receiving Party shall promptly return or destroy Confidential Information and certify such destruction upon request. This confidentiality obligation shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any exhibits, statements of work, or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the other party's prior written consent, provided that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes the assigning party's obligations.

Waiver; Severability: No failure or delay by either party in exercising any right shall operate as a waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

Client Notice Address

Service Provider Notice Address

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement have been duly authorized by all necessary corporate or other action.

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