Business Document Hogan Document

Business Document Hogan Document

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: with principal address and Client Name: with principal address .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses technical expertise and resources necessary to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth their entire understanding regarding the subject matter and supersede all prior agreements and understandings, whether written or oral.

1. Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth in the Description of Services unless otherwise agreed in writing.

2. Payment Terms

Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise specified, Client shall pay all undisputed amounts within days of receipt of an invoice. Overdue amounts shall accrue late charges equal to % per month (or the maximum permitted by law, if less), calculated monthly on the outstanding balance. Client is responsible for all reasonable expenses of collection, including attorneys' fees and costs.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and not disclose to any third party, and shall protect from unauthorized use or disclosure, any non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was rightfully known by the Receiving Party prior to receipt from the Disclosing Party; (c) is lawfully obtained from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know such information and who are bound by confidentiality obligations no less protective than those herein. Upon termination of this Agreement, the Receiving Party shall, at the Disclosing Party's option, return or destroy Confidential Information and certify such return or destruction in writing.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. Upon receipt of final payment in full, Service Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement, excluding Service Provider's tools, templates, and general know-how. Each party grants the other a non-exclusive, non-transferable license to use any retained materials solely as necessary to exercise its rights under this Agreement.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or obligations under indemnification, neither party's aggregate liability for any claim under this Agreement shall exceed the total fees paid by Client to Service Provider during the twelve (12) month period preceding the claim.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties may pursue any remedy available at law or in equity in the courts of competent jurisdiction in the chosen governing state.

8. Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations and understandings, whether written or oral. No amendment or waiver of any provision shall be effective unless made in a writing signed by both parties.

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an acquirer of substantially all of its business or assets related to this Agreement. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as the receiving party may specify in writing.

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