Business Document Loftey

Business Document Loftey

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

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services and deliverables as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, experience, and ability to perform such services in accordance with the terms and conditions contained herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services and compensation provided under this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties agree that the following description constitutes the Scope of Work and may be amended only by written change order signed by both parties.

PAYMENT TERMS

Compensation for services rendered under this Agreement shall be as follows.

Unless otherwise agreed in writing, Service Provider may suspend performance if Client fails to pay undisputed invoices within the agreed payment period and such failure continues for a period of days after receipt of written notice of nonpayment.

TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and work in progress through the termination date, and Service Provider shall deliver any completed work and materials for which Client has paid.

CONFIDENTIALITY

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

Each party agrees to: (a) hold in confidence and not disclose Confidential Information of the other party; (b) use Confidential Information only to perform its obligations or exercise rights under this Agreement; and (c) restrict disclosure to employees or contractors who have a need to know and are bound to maintain confidentiality at least as protective as this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law or judicial order, provided the disclosing party is given prompt notice and opportunity to seek protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, worldwide, royalty-free license to use deliverables provided under this Agreement for Client's internal business purposes. To the extent deliverables incorporate pre-existing Service Provider materials, Service Provider grants only a license to the extent necessary for Client's use of the deliverables. Any transfer or assignment of intellectual property rights must be expressly stated and signed by the parties.

LIMITATION OF LIABILITY AND INDEMNITY

Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier, or by email if confirmed in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

MISCELLANEOUS

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. If any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture, or agency relationship.

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