Business Document De Rioja

Business Document De Rioja

This General Business Agreement (the Agreement) is made and entered into as of by and between Client Name: , with principal address (Client), and Service Provider Name: , with principal address (Service Provider).

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services described in this Agreement and Service Provider has the expertise and capacity to perform such services on the terms set forth herein.

WHEREAS, the parties intend to set forth the terms and conditions under which Service Provider will provide those services and to allocate the parties' respective rights and obligations.

WHEREAS, the parties desire that certain business, technical, and financial information exchanged between them be maintained as confidential in accordance with the terms of this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described above (Services) in a professional and workmanlike manner in accordance with industry standards. Any material change in scope shall be documented in writing and signed by authorized representatives of both parties and shall set forth any adjustment to compensation and timeline.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices are due in accordance with the payment schedule. Late payments shall accrue interest at the rate specified above and Client shall be responsible for all collection costs, including reasonable attorneys' fees, incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Such notice must specify the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, or in writing, 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. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party not subject to an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) protect and safeguard the confidentiality of Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein; and (iii) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement. Upon termination or upon written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify destruction in writing.

The parties acknowledge that monetary damages may be an inadequate remedy for breach of this Section and that the Disclosing Party shall be entitled to seek injunctive relief or other equitable remedies in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

INDEPENDENT CONTRACTOR; ASSIGNMENT; INSURANCE

Service Provider is an independent contractor and nothing in this Agreement creates an employment relationship, joint venture, partnership, or agency between the parties. Neither party may assign or transfer this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor by merger or acquisition. Service Provider shall maintain insurance appropriate to the Services and provide evidence of such insurance upon reasonable request.

INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend, and hold harmless the other party (Indemnified Party) from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law in performing hereunder.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

All notices, requests, consents, and other communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or such other address as a party designates by notice. Notices shall be deemed given when personally delivered, sent by certified mail, return receipt requested, or by nationally recognized overnight courier.

SIGNATURES

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