Business Document Milani

Business Document Milani

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

WHEREAS

WHEREAS, Client Name: seeks to engage Service Provider to perform certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources necessary to perform such services under the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Scope of Work

The Service Provider shall perform the services with due professional care, in a timely manner, and in accordance with the milestones and deliverables set forth in the Scope of Work. Any material changes to the Scope of Work shall be subject to a written amendment signed by authorized representatives of both parties.

2. Payment Terms

Invoices shall be submitted to Client and are due within days from receipt unless otherwise agreed in writing. Amounts not paid by the due date shall accrue interest at the rate of per month or the maximum rate permitted by applicable law, whichever is lower.

3. Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure that breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), including business plans, financial information, customer lists, trade secrets, technical data, and any other information designated as confidential or that reasonably should be understood to be confidential given its nature.

Obligations: The Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect Confidential Information from unauthorized use and disclosure with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid order of a court or governmental body, provided the Receiving Party gives prompt written notice to the Disclosing Party to permit a protective order or other remedy.

Duration: The confidentiality obligations under this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Indemnification and Liability

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from third-party claims to the extent caused by the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for special, indirect, incidental, consequential, or punitive damages, and total liability shall be limited to the amounts actually paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

6. 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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any disputes arising under this Agreement.

7. Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Miscellaneous

Assignment: Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that either party may assign to an affiliate or successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or such other address as a party may designate in writing.

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