Business Document Oscar

Business Document Oscar

This General Business Agreement (the Agreement) is made as of Agreement Date: between Company Name: with principal place of business at and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Company Name desires to engage Contractor Name to perform specified business services and Contractor Name represents that it has the expertise, personnel and resources necessary to perform such services in accordance with the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance, payment and ownership of deliverables produced under this Agreement.

1. SCOPE OF WORK

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with accepted industry standards. The parties may amend the scope by written Change Order signed by authorized representatives.

2. PAYMENT TERMS

Company shall pay Contractor the fees and expenses set forth below in consideration for the performance of the Work. Unless otherwise provided, all amounts are payable in U.S. dollars and exclusive of taxes for which the paying party is responsible.

If any undisputed payment is not received within days after the applicable due date, such overdue amount shall incur interest at a rate of until paid in full. Acceptance of a late payment shall not constitute a waiver of any other rights or remedies.

3. 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 delivered to the other party not less than 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 written notice of such breach.

4. CONFIDENTIALITY

Each party (the Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Discloser) except as required to perform this Agreement or as required by law. Confidential Information includes non-public business, technical and financial information disclosed in any form. Recipient shall use Confidential Information solely for performance of this Agreement and shall take reasonable measures to protect such information from unauthorized disclosure.

The obligations in this section do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully in Recipient's possession prior to disclosure; (c) is received without restriction from a third party not subject to an obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser’s Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor retains ownership of pre-existing intellectual property and tools. All work product specially commissioned and paid for under this Agreement that is identified as a deliverable shall be deemed a "work made for hire" and ownership shall vest in Company upon full payment; to the extent ownership cannot vest automatically, Contractor hereby assigns all right, title and interest in such deliverables to Company, subject to Contractor's right to use general know-how and non-confidential methodologies.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement, negligence or willful misconduct. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

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

9. NOTICE

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given when delivered in person, sent by certified mail, or by nationally recognized overnight courier.

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