Business Document GS

Business Document GS

Parties

This General Business Agreement (the Agreement) is entered into as of between Client Name: and Service Provider: .

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

Recitals

WHEREAS, Client seeks to obtain certain business services consisting of strategic consulting, project implementation, and related deliverables as further described herein; and

WHEREAS, Provider represents that it has the necessary experience, skill and resources to perform the services and is willing to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their mutual understanding and the terms governing the relationship between them in this Agreement.

Scope of Work

Provider shall perform the services and deliver the deliverables described below. Provider will perform the Scope of Work in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Provider the compensation set forth below in consideration for the full and timely performance of the Scope of Work. All amounts are stated in U.S. dollars unless otherwise specified.

If payment is not received within days after the invoice date, interest shall accrue at per month on the unpaid balance, or the maximum rate permitted by law, whichever is lower. Provider may suspend performance for amounts overdue by more than days after notice.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date.

Either party may terminate this Agreement for convenience upon delivering written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured thirty (30) days after written notice of such breach, or immediately upon insolvency or bankruptcy of the other party.

Confidentiality

“Confidential Information” means all non-public information disclosed by a disclosing party to the receiving party, whether written, oral or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (i) already known to the receiving party without obligation of confidentiality; (ii) or becomes publicly available other than through a breach of this Agreement; (iii) or is rightfully obtained from a third party without restriction.

The receiving party shall: (a) use Confidential Information solely for the purpose of performing this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least reasonable care to protect Confidential Information from unauthorized disclosure. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such destruction upon request.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider grants to Client a perpetual, non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client’s internal business purposes. Provider shall retain ownership of Provider’s pre-existing materials, tools, software and methodologies. To the extent Provider incorporates Client-provided materials into deliverables, Client represents it has the necessary rights to permit such use.

Indemnification and Limitation of Liability

Each party shall defend, indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party’s breach of this Agreement, willful misconduct or negligence. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY’S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising under this Agreement.

Miscellaneous

Entire Agreement: This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations and agreements, whether written or oral. Any amendment must be in writing and signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

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