Business Document Meloy

Business Document Meloy

Parties and Recitals

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

WHEREAS, Client requires certain professional services and deliverables described herein; and

WHEREAS, Provider has the expertise, personnel and capability to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, responsibilities and compensation relating to the engagement.

Scope of Work

Provider shall perform the services described above with commercially reasonable skill and care, in a professional manner and in accordance with the schedules set forth in this Agreement. Any material changes to the Scope of Work must be agreed in writing by authorized representatives of both parties.

Payment Terms

Invoices shall be rendered in accordance with the Payment Schedule. Client shall pay undisputed amounts within thirty (30) days of invoice date. Late payments shall incur the Late Payment Fee specified above and interest at the lesser of the statutory rate or the rate specified above, calculated from the due date until paid. Client shall notify Provider in writing within ten (10) days of receipt of any disputed invoice, otherwise the invoice shall be deemed accepted.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon provision of the Termination Notice Period to the other party. Either party may terminate for material breach that is not cured within thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient) that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall (a) use Confidential Information solely for performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that (i) is or becomes publicly known through no breach by Recipient; (ii) was in Recipient's possession prior to disclosure without obligations of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient. Upon termination or request, Recipient shall return or destroy Confidential Information and certify destruction in writing within ten (10) days.

Representations and Warranties; Limitation of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Notices

Notices shall be sent to the addresses above by certified mail, overnight courier, or email with confirmation of receipt and shall be deemed effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within sixty (60) days, either party may pursue any remedies available under law in the courts of the governing jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, understandings and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business.

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