Business Document Green Lake Co CDPG

Business Document Green Lake Co CDPG

Parties

This General Business Agreement (the "Agreement") is made as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client conducts business related to product development, operations, marketing, and related commercial activities and desires to engage Contractor to perform certain services in connection with Client's business operations; and

WHEREAS, Contractor possesses the necessary experience, personnel and facilities to provide the services described in this Agreement and warrants that Contractor will perform such services in a professional and workmanlike manner in accordance with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided and the compensation to be paid.

Scope of Work

Contractor shall furnish all labor, materials, equipment and supervision necessary to perform the services described below (the "Services"). Contractor shall perform the Services in accordance with the schedule and deliverables set forth in this Agreement and any attachments.

Payment Terms

In consideration for the Services, Client shall pay Contractor the fees set forth below in accordance with the schedule and conditions stated. All amounts are payable in United States dollars unless otherwise agreed in writing.

All invoices not disputed in writing within ten (10) business days of receipt shall be deemed accepted. If Client fails to pay undisputed amounts when due, Contractor may suspend performance after providing five (5) business days' written notice and may charge the agreed late fee.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date or until the Services are completed and accepted by Client, whichever occurs later.

Start Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the specified notice period above. Upon termination, Client shall pay Contractor for all Services performed through the effective date of termination plus any non‑cancellable obligations incurred by Contractor.

Confidentiality

Each party may disclose Confidential Information to the other. "Confidential Information" means non‑public information that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) is rightfully obtained from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any protective action.

Each party shall protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information and shall not use or disclose such information except as necessary to perform this Agreement.

Representations, Indemnity and Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement. Contractor represents that it will perform the Services in a professional manner consistent with industry standards. Client represents that it has the right to engage Contractor and to provide necessary materials and information.

Contractor shall indemnify and hold harmless Client from and against any third‑party claims arising from Contractor's gross negligence or willful misconduct in performing the Services. Client shall indemnify and hold harmless Contractor from and against third‑party claims arising from Client's misuse of deliverables or breach of representations.

Except for a party's indemnification obligations and willful misconduct, neither party's aggregate liability for direct damages arising out of this Agreement shall exceed the fees paid to Contractor under this Agreement during the twelve (12) months preceding the claim. In no event shall either party be liable for special, incidental, or consequential damages.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice to the other. Notice is effective upon personal delivery, confirmed electronic delivery, or three (3) business days after deposit with first‑class mail.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of state and federal courts located in that state for any disputes arising under this Agreement.

This Agreement, including all attachments and any mutually 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 written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder shall 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 or sale of substantially all its assets.

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