Business Document LA Jaguars

Business Document LA Jaguars

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Party A: with principal place of business at and Party B: with principal place of business at .

RECITALS

WHEREAS, Party A represents that it operates or manages business activities under the name LA Jaguars and has authority to retain third parties to perform services related to marketing, events, sponsorships, and related commercial services; and

WHEREAS, Party B represents that it possesses the experience, personnel and capability to provide the services described in this Agreement and is willing to provide such services to Party A on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope of work, payment, confidentiality, term and termination, and governing law.

SCOPE OF WORK

Party B shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be set forth in writing and attached as exhibits or statements of work as applicable. Any material change to the scope requires the written consent of both parties and may be subject to an equitable adjustment of fees and schedule.

PAYMENT TERMS

All payments shall be made in the currency specified by the parties and are exclusive of any taxes, duties or other governmental charges, which shall be the responsibility of the party required by law to remit such amounts. If Party A disputes any portion of an invoice in good faith, Party A shall provide written notice specifying the basis for the dispute and the parties shall meet and negotiate in good faith to resolve the dispute; undisputed amounts remain payable in accordance with the invoice terms.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate for convenience with the notice period set forth above, subject to payment for services performed through the effective date of termination and any reasonable wind-down costs incurred by the non-terminating party.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required by law or as necessary to perform under this Agreement. "Confidential Information" includes non-public technical, commercial, financial and business information disclosed in any form. Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; or (iii) is received from a third party without breach of any obligation of confidentiality.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination of this Agreement, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party and certify such destruction upon request.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, the parties agree that disputes shall be resolved by the courts located in the jurisdiction designated above, subject to any mandatory venue or forum selection requirements.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, communications and agreements, whether written or oral. No amendment or modification shall be binding unless executed in writing by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or other corporate reorganization provided that the assignee assumes all obligations under this Agreement.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent of the parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement will not violate any agreement or legal obligation of such party.

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