Business Document Inman Perry

Business Document Inman Perry

Parties and Recitals

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

Client Name:

Service Provider Name:

WHEREAS, Client requires certain business services and Provider has represented that Provider has the experience and ability to perform such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the performance of those services and the payment for them.

Scope of Work

Provider agrees to perform the following services for Client in accordance with the terms of this Agreement. The description below sets forth the scope, deliverables, and expected milestones.

Payment Terms

Client shall pay Provider for services performed under this Agreement as set forth below. All amounts are in U.S. dollars unless otherwise stated.

Unless otherwise agreed in writing, invoices are due within days of receipt. Late payments shall accrue interest at the rate specified above and Client shall be responsible for reasonable collection costs and attorneys' fees incurred to enforce payment.

Term and Termination

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve the Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party, whether oral, written, electronic or other form, including but not limited to business plans, financial data, customer lists, technical information, trade secrets and proprietary methods. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect confidentiality. These obligations shall survive termination of this Agreement for years, except that trade secrets shall remain protected for so long as they qualify as trade secrets.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and work product created by Provider specifically for Client under this Agreement ("Work Product") shall be deemed works made for hire and ownership shall vest in Client upon full payment. To the extent any rights cannot be assigned by operation of law, Provider hereby irrevocably assigns and transfers to Client all right, title and interest in and to such Work Product, including all intellectual property rights.

Provider retains ownership of its pre-existing materials and general skills, know-how, and methodologies, provided that Provider grants Client a non-exclusive, royalty-free license to incorporate any such pre-existing materials in the Work Product to the extent necessary for Client's use of the Work Product.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with its performance under this Agreement.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER 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 without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any action arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits and schedules attached hereto and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the parties. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between them.

Notices and Contact Information

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