Business Document ezlogz

Business Document ezlogz

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

Recitals

WHEREAS, Client operates a business and requires certain services related to business operations, logistics, and record-keeping described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and systems necessary to perform the services described in this Agreement and is willing to provide such services to Client under the terms set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions governing their relationship and the performance of services.

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties agree that the Scope of Work may be supplemented by written statements of work executed by both parties.

Payment Terms

In consideration for the services performed under this Agreement, Client shall pay Service Provider in accordance with the terms set forth below.

All invoices are due as set forth above. If any undisputed amount is not paid within the agreed period following invoice, interest will accrue at the lesser of 1.5% per month or the maximum rate permitted by applicable law, together with any reasonable collection costs.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by a party to the other party, whether oral, written, or electronic, 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 without breach of this Agreement, (b) was rightfully in the receiving party's possession prior to disclosure, (c) is received from a third party without restriction and without breach of obligation to the disclosing party, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with the same standard of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Upon termination or upon request, the receiving party shall return or destroy all Confidential Information and certify such return or destruction in writing.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the full corporate power and authority to enter into and perform this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Client represents that any materials provided to Service Provider do not violate the rights of third parties.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. Except for claims arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property rights, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and total aggregate liability shall not exceed the aggregate fees paid to Service Provider under this Agreement during the six months preceding the claim.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration administered in accordance with the arbitration rules agreed in writing by the parties, or, absent such agreement, by a court of competent jurisdiction in the governing state.

Entire Agreement; Amendments

This Agreement, including any exhibits or statements of work signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

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