Business Document New Scan

BUSINESS DOCUMENT NEW SCAN

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: , with principal place of business at (each a Party and together the Parties).

WHEREAS

WHEREAS, Client requires certain business services and deliverables described herein and desires to retain Provider to perform such services under the terms and conditions of this Agreement; and

WHEREAS, Provider represents that it has the experience, qualifications, and personnel necessary to perform the services and deliverables set forth in this Agreement and agrees to perform such services in a professional and workmanlike manner consistent with industry standards.

WHEREAS, the Parties desire to set forth their entire agreement, including scope, payment terms, confidentiality obligations, and governing law.

SCOPE OF WORK

Provider shall perform the services and deliver the work products described below. Provider shall use qualified personnel and shall perform all services in accordance with the schedule and specifications agreed by the Parties.

PAYMENT TERMS

As consideration for the performance of the Scope of Work, Client shall pay Provider in accordance with the following terms.

One-time payment upon delivery Milestone payments Recurring (e.g., monthly)

All undisputed invoices are due according to the Payment Schedule. Overdue amounts shall accrue interest at the Late Payment Fee stated above or, if none is stated, at 1.5% per month. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect undisputed amounts.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party given in accordance with the Notice provisions and after the notice period stated above. Either Party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of breach. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

The Parties acknowledge that in the course of performance they may disclose confidential and proprietary information ("Confidential Information"). Confidential Information includes non-public business information, technical data, processes, pricing, customer lists, and other information that a reasonable person would understand to be confidential.

Each Party shall: (a) hold Confidential Information of the other Party in strict confidence, (b) use Confidential Information only for performance of this Agreement, and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The foregoing obligations shall not apply to information that is or becomes publicly available other than by breach of this Agreement, was already known without obligation of confidentiality, or is independently developed.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing intellectual property and tools. Client shall own all deliverables specifically created for Client under this Agreement upon full payment of amounts due, subject to Provider's rights in underlying materials, methodologies, and third-party components. The Parties shall execute any instruments reasonably required to effectuate this transfer.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, neither Party shall be liable for consequential, incidental, special, punitive, or exemplary damages. Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now