Business Document GEO

Business Document GEO

This Business Document GEO (the Agreement) is entered into as of Effective Date: by and between Client Name: with address: and Service Provider Name: with address: .

WHEREAS

WHEREAS, Client engages Provider to perform certain business, technical and geographical evaluation, advisory, or other services described herein; and

WHEREAS, Provider has represented that it possesses the experience, personnel and capability to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall perform all work in a competent, timely manner in accordance with industry standards and applicable laws.

2. PAYMENT TERMS

Client shall pay Provider for Services in accordance with the following fees, schedule and invoicing requirements. Provider shall submit invoices in writing to the billing address specified by Client.

All fees are exclusive of applicable taxes, duties or similar charges. Client is responsible for payment of all such taxes, except taxes based on Provider's net income. Provider may suspend performance if invoices are past due beyond the Payment Due Days following written notice.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues 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 breach remains uncured for the Notice Period following written notice. Either party may terminate immediately for insolvency, bankruptcy, or unlawful conduct that materially impairs the terminating party's rights under this Agreement. Upon termination, Client shall pay Provider for all work performed and reimbursable expenses incurred through the effective date of termination, including any non-cancellable commitments.

4. CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence all Confidential Information disclosed by the other party (Disclosing Party) and shall not use or disclose such information except as necessary to perform obligations under this Agreement. Confidential Information includes non-public technical, financial, operational and business information, and any analyses, notes or derivatives thereof.

Confidential Information does not include information that (i) is or becomes public through no fault of the Receiving Party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of Disclosing Party's Confidential Information, or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice and uses reasonable efforts to limit disclosure and obtain protective treatment.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing intellectual property and tools. Client is granted a non-exclusive, non-transferable right to use deliverables for Client's internal business purposes upon full payment. Any third-party software or open-source components used in deliverables will be identified and their licenses honored.

6. REPRESENTATIONS; INDEMNITY

Each party represents that it has authority to enter into this Agreement. Provider warrants that services will be performed with reasonable skill and care. Each party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable limitations of liability.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for incidental, special, consequential, or punitive damages. Aggregate liability shall be limited to the amount paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in the selected jurisdiction for disputes arising under this Agreement.

9. ENTIRE AGREEMENT

This Agreement (including any schedules and attachments expressly incorporated) constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

10. NOTICES

Notices shall be given in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notice is effective upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in the United States mail, postage prepaid.

SIGNATURES

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