Business Document Google Sheets

GENERAL BUSINESS AGREEMENT — GOOGLE SHEETS

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

Client Name: , Address:

Service Provider Name: , Address:

RECITALS

WHEREAS, Service Provider develops, configures and customizes business document templates and deliverables implemented in cloud-based spreadsheet platforms commonly referred to as Google Sheets, including but not limited to financial models, operational trackers and reporting templates (the "Deliverables"); and

WHEREAS, Client desires to engage Service Provider to design, customize and deliver specified Google Sheets-based business documents, and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement allocate responsibilities, payment, confidentiality obligations, ownership and license rights with respect to the Deliverables.

SCOPE OF WORK

PAYMENT TERMS

Any unpaid amount shall accrue late charges at the rate of percent per month or the maximum permitted by law, whichever is less. Client is responsible for collection costs, including reasonable attorney fees.

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 if the breaching party fails to cure the breach within the notice period set forth above. Termination does not relieve Client of liability for fees incurred for services performed and deliverables accepted prior to termination. Upon termination, Service Provider shall deliver any completed Deliverables and, upon receipt of all amounts due, shall assign to Client all rights in the completed Deliverables as set forth in the Intellectual Property section below.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether in written, electronic or oral form, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to formulas, business plans, pricing, client lists, and spreadsheet logic or formulas in the Deliverables.

Receiving party shall (a) use Confidential Information solely to perform under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors or professional advisors who need access to perform the Agreement and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available without breach, is independently developed by the receiving party, or is rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY

Upon full payment of all fees due, Service Provider assigns to Client all right, title and interest in the final, Client-specific Deliverables to the extent they are original works created specifically for Client. Service Provider retains ownership of any pre-existing tools, templates, proprietary formulas, methods and generic templates that were used in creating the Deliverables. Service Provider grants Client a perpetual, non-exclusive, transferable license to use any retained components embedded in delivered Materials to the extent necessary for Client's use of the delivered Deliverables.

LIMITATION OF LIABILITY

Except for willful misconduct or breaches of confidentiality, neither party will be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement will not exceed the fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

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

NOTICES

ADDITIONAL PROVISIONS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Service Provider is responsible for its own taxes and insurance.

Remedies. The parties acknowledge that a breach of confidentiality or assignment of intellectual property may cause irreparable harm and that monetary damages may be inadequate; accordingly, the non-breaching party is entitled to injunctive relief in addition to other remedies.

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