Business Document Google Docs

BUSINESS DOCUMENT GOOGLE DOCS — GENERAL BUSINESS AGREEMENT

Parties and Effective Date

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

Recitals

WHEREAS, Client desires to obtain certain professional services related to the preparation, editing and management of digital business documents, collaborative content, and related deliverables (the Services); and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the Services and is willing to perform such Services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth herein the terms and conditions governing the provision of the Services and the parties' respective rights and obligations.

Scope of Work

Service Provider shall perform the Services as described below. Any material changes to the Scope of Work shall require a written Change Order signed by both parties.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following terms:

Service Provider will issue invoices in accordance with the Payment Schedule. Unless otherwise agreed, invoices are due within days of receipt. Acceptable forms of payment: check, ACH, or wire transfer as designated by Service Provider.

Unpaid amounts shall accrue interest at a rate of per month (or the maximum allowed by law, if less). In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice identifying the breach; provided that breaches of payment obligations may be cured within 5 days.

Upon termination, Service Provider shall deliver all completed and in-process work to Client, and Client shall pay Service Provider for Services performed and irrevocable commitments made through the effective date of termination.

Confidentiality

Each party (Recipient) acknowledges that in connection with this Agreement it may receive Confidential Information of the other party (Discloser). "Confidential Information" means non-public business, technical, financial, customer, and product information disclosed in any form that is identified as confidential or that, given the nature of the information, should reasonably be understood to be confidential.

The Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that: (i) becomes generally available to the public other than through a breach by Recipient; (ii) was already known by Recipient without obligation of confidentiality; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of Discloser's Confidential Information.

If Recipient is compelled by law to disclose Confidential Information, it shall provide Discloser prompt written notice to allow Discloser to seek a protective order or other appropriate remedy and shall disclose only the information legally required.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to original deliverables produced specifically for Client under this Agreement, subject to Client's full payment of amounts due. Service Provider retains ownership of its pre-existing tools, templates, methodologies and general know-how. The parties will cooperate to execute documents reasonably necessary to effectuate assignment of rights.

Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties shall first attempt in good faith to resolve disputes amicably. If the dispute cannot be resolved within 30 days, either party may seek relief in the state or federal courts located in the governing jurisdiction named above.

Entire Agreement; Amendments

This Agreement, together with any executed Change Orders, 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 or modification of this Agreement must be in writing and signed by both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above, or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three days after being mailed by certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets provided the assignee assumes the assigning party's obligations.

Sign Now