Business Document Marlowe

BUSINESS DOCUMENT MARLOWE

This General Business Agreement (Agreement) is entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain services and deliverables described herein, and Service Provider represents that it has the skill, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties intend that this Agreement set forth the terms under which services will be performed, fees will be paid, and confidential information will be protected.

1. SCOPE OF WORK

Service Provider shall perform the services and produce the deliverables described below in accordance with the terms of this Agreement. The parties acknowledge that any change to the scope that materially affects schedule or compensation shall require a written amendment signed by both parties.

2. PAYMENT TERMS

As full compensation for the performance of the Scope of Work, Client shall pay Service Provider the fees set forth below in accordance with the payment schedule. All fees are exclusive of any sales, use, value-added or similar taxes, which shall be the responsibility of the party required to remit such taxes by law.

Late payments shall accrue interest at the lesser of (a) the rate of per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

3. 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 any reason upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each party (Receiving Party) acknowledges that it may receive Confidential Information from the other party (Disclosing Party). Confidential Information means non-public information disclosed in any form that is designated as confidential or that, given the nature of the information, a reasonable person would understand to be confidential.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors, or agents who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to third parties without prior written consent of the Disclosing Party. Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they retain trade secret status.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to any deliverables, work product, or materials created specifically for Client under this Agreement (Deliverables). Service Provider retains ownership of its pre-existing materials, tools, methodologies, and know-how, and grants Client a non-exclusive, perpetual, worldwide license to any pre-existing intellectual property embedded in a Deliverable solely to the extent necessary to use the Deliverable for its intended purpose.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct, breach of confidentiality, or infringement of third-party intellectual property rights. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. WARRANTIES

Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement, including all exhibits and 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 agreements, proposals, negotiations, and understandings, whether written or oral. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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 or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations under this Agreement.

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