Business Document Cox Documents

BUSINESS DOCUMENT COX DOCUMENTS

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

Recitals

WHEREAS, Service Provider is engaged in the business of preparing, managing, and delivering business documents, recordkeeping, and related services; and

WHEREAS, Client desires to retain Service Provider to perform document preparation and related services described herein, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services, fees, and obligations described in this Agreement constitute the entire understanding between the parties with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties may amend the scope only by a written Change Order signed by both parties.

Payment Terms

Compensation: Client shall pay Service Provider the fees set forth below in U.S. dollars. All payments are non-refundable except as expressly provided in this Agreement.

Invoicing and Due Date: Service Provider will submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay each invoice within days of receipt of invoice.

Late Payment: Any undisputed overdue amount shall bear a late fee equal to % per month (or the maximum allowed by law, if lower), compounded monthly, plus costs of collection, including reasonable attorneys' fees.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: “Confidential Information” means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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, including business plans, client lists, pricing, trade secrets, and technical information.

Obligations: Receiving Party shall (a) use Confidential Information solely for performance of its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of Receiving Party; (ii) is rightfully known by Receiving Party prior to disclosure; (iii) is independently developed by Receiving Party without reference to Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

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

Intellectual Property & Deliverables

Ownership: Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, royalty-free license to use final deliverables prepared for Client pursuant to the Scope of Work. Service Provider retains ownership of pre-existing materials, tools, templates, and methodologies used or adapted in providing the services.

Indemnification and Limitation of Liability

Indemnity: Each party shall indemnify, defend, and hold harmless the other party from losses arising from its own breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality and indemnity obligations, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees actually paid by Client to Service Provider under this Agreement during the 12 months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address listed below or to such other address as a party may designate by written notice. Notices are effective upon personal delivery, one business day after delivery to a reputable overnight courier, or three days after deposit in the U.S. mail, postage prepaid.

Governing Law

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. Any legal action arising out of or relating to this Agreement shall be brought in a state or federal court located in that state, and each party hereby consents to the exclusive jurisdiction of such courts.

Entire Agreement

This Agreement, including any exhibits or Change Orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures transmitted by electronic means shall be binding.

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