Business Document Jacksonville

Business Document Jacksonville

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

Parties

WHEREAS

WHEREAS, Client Name: is engaged in the business described in the Scope of Work below; and

WHEREAS, Contractor Name: represents that it has the expertise, personnel, and resources to perform the services described herein; and

WHEREAS, the parties desire to set forth their respective duties, compensation, and other terms and conditions in writing.

Scope of Work

Contractor shall perform the services and deliverables set forth below. Services shall be performed in a professional manner consistent with industry standards.

Payment Terms

As compensation for the performance of the Scope of Work, Client shall pay Contractor the fees and reimbursements set forth below in accordance with this Payment Terms section.

All fees are due according to the schedule above. Invoices not paid within the specified payment period shall accrue interest as specified in the Late Fee field, and Client shall reimburse Contractor for reasonable costs of collection, including attorney's fees and court costs.

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 providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, Confidential Information means any non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations do not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates with the disclosing party in any lawful effort to limit such disclosure.

Breach of confidentiality shall cause irreparable injury for which monetary damages may be inadequate; accordingly, the disclosing party shall be entitled to injunctive relief in addition to any other remedies at law or in equity.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration if the parties mutually agree; otherwise, disputes shall be submitted to the state or federal courts located in the county in which the Client's principal place of business is located.

Representations; Independent Contractor

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Contractor is an independent contractor and nothing herein shall create an employment, joint venture, agency, or partnership relationship between the parties. Contractor shall be solely responsible for all taxes, withholdings, and other statutory obligations applicable to its personnel.

Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes all obligations hereunder.

Entire Agreement; Amendments

This Agreement, including any schedules or attachments executed by the parties and incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement must be in writing and delivered to the addresses below by hand, overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

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