Business Document JDP Template

Business Document JDP Template

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: with principal address at ("Company") and Contractor Name: with principal address at ("Contractor"). Each of Company and Contractor may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Company desires to engage Contractor to perform certain services and deliverables as described herein and Contractor has the experience, qualifications and personnel to perform such services;

WHEREAS, Contractor agrees to perform the services in accordance with the terms and conditions of this Agreement and to deliver the results required by Company in a timely, professional manner; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the engagement.

1. SCOPE OF WORK

Contractor shall perform the services and deliver the deliverables described below (the "Services"). Contractor shall exercise commercially reasonable skill, care and diligence in performing the Services.

2. PAYMENT TERMS

Invoices shall be submitted to Company in accordance with the Payment Schedule. Payments are due within days of receipt of a proper invoice.

Unpaid amounts shall accrue interest at the rate of percent per month (or the maximum permitted by law, if lower), compounded monthly. In addition, Company shall be responsible for reasonable collection costs and attorneys' fees incurred in enforcing payment.

3. TERM AND TERMINATION

Term Commencement Date:    Term End Date: .

Either Party may terminate this Agreement for convenience upon written notice given at least days prior to the effective date of termination. Either Party may terminate immediately for material breach by the other Party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve either Party of obligations accrued prior to the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one Party to the other, whether in oral, written, electronic or other form, including business plans, financial information, trade secrets, technical data, and customer lists. The receiving Party shall (a) hold Confidential Information in strict confidence and use it solely to perform obligations under this Agreement; (b) restrict disclosure to those employees, agents or permitted subcontractors with a need to know and who are bound by confidentiality obligations no less stringent than those herein; and (c) implement reasonable measures to protect the Confidential Information. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

5. INDEPENDENT CONTRACTOR; ASSIGNMENT

Contractor is an independent contractor and not an employee, partner, joint venturer or agent of Company. Contractor shall be solely responsible for all federal, state and local taxes related to compensation paid under this Agreement. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Company may assign to an affiliate or a successor in interest in connection with a merger or sale of substantially all of Company's assets.

6. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each Party represents and warrants that it has the full power and authority to enter into this Agreement. Contractor warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

8. ENTIRE AGREEMENT

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

9. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after being deposited in the United States mail, postage prepaid, to the addresses set forth above or to such other address as either Party may designate by notice to the other.

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