Business Document Fujifilm

Business Document Fujifilm

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

RECITALS

WHEREAS, Client Name represents that it engages in business activities requiring the services described in this Agreement; and

WHEREAS, Service Provider Name has represented that it possesses the expertise, personnel, and resources necessary to perform the services set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services and payments to be provided under this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Client agrees to pay Service Provider the Fees as set forth below in consideration for the full, timely and professional performance of the Scope of Work. Fees shall be exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by applicable law. In addition to interest, Client shall be responsible for all reasonable collection costs and attorney fees incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Upon termination, Service Provider shall be entitled to payment for Services performed through the effective date of termination and for any non-cancellable obligations incurred in the performance of the Services.

CONFIDENTIALITY

"Confidential Information" means any 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. Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, consultants or subcontractors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those herein. Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach by Receiving Party; (ii) was lawfully known to Receiving Party prior to disclosure; (iii) is independently developed by Receiving Party; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates, at Disclosing Party's expense, in seeking a protective order or other remedy.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

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 conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties may pursue any available remedies in the courts of the selected governing jurisdiction.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and is not an employee, partner or joint venturer of Client. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of any sort.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

ENTIRE AGREEMENT

This Agreement, together with any Schedules or Exhibits attached hereto and any written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Any modification or waiver of any provision of this Agreement must be in writing and signed by an authorized representative of each party.

NOTICES

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