Business Document Orlik

BUSINESS DOCUMENT ORLIK

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

WHEREAS

WHEREAS, Party A desires to obtain certain business services and deliverables from Party B under the terms set forth herein; and

WHEREAS, Party B has the professional skill, personnel, and capacity to provide the services and deliverables described in this Agreement and is willing to provide such services to Party A in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the services and payment arrangements contemplated herein.

1. SCOPE OF WORK

Party B shall perform the services and deliver the work product described below. The services shall include the tasks, milestones, and deliverables set forth in the Scope of Work. Party B shall perform the services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

In consideration for the services rendered under this Agreement, Party A shall pay Party B as follows.

Late payments shall accrue a late fee computed as provided below if payment is not received by Party B within the period specified in the invoice.

3. TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose such Confidential Information to any third party except as permitted in this Agreement; and (c) use the Confidential Information only to perform obligations under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of unless otherwise required by law.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party; (ii) was known to the receiving party prior to disclosure as shown by written records; (iii) is rightfully obtained from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other action.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any and all claims, losses, liabilities, costs, and expenses arising out of the indemnifying party's negligence or willful misconduct in connection with performance under this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO PARTY B UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may designate by notice in accordance with this Section.

8. 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 laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for purposes of any dispute arising under this Agreement.

9. ENTIRE AGREEMENT

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, negotiations, representations, and understandings, whether written or oral. Any amendment or 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 to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of all or substantially all of its assets. The parties acknowledge that they have read and understand this Agreement and that they have had an opportunity to seek independent legal counsel.

Sign Now