Business Document OY4006

Business Document OY4006

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

WHEREAS

WHEREAS, Service Provider possesses professional expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. Scope of Work

2. Payment Terms

2.1 Compensation. Client shall pay Service Provider a total fee of $ (Total Fee) for the services described in Section 1, subject to adjustments pursuant to this Agreement.

2.2 Invoicing and Payment Terms. Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise expressly stated on the invoice, all undisputed amounts are due within days of invoice date. Payment shall be made in lawful currency by check or electronic transfer as directed by Service Provider.

2.3 Late Payment. Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, beginning on the first day after such amount is due until paid in full. Client shall also be responsible for reasonable collections costs, including attorneys' fees, incurred by Service Provider to collect overdue amounts.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on and shall terminate on , unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. In the event of termination for convenience, Service Provider shall be paid for all work performed and documented costs incurred through the effective date of termination.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) business days after receipt of written notice specifying the breach.

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, including but not limited to business plans, technical data, trade secrets, pricing, customer lists and other proprietary information identified as confidential at the time of disclosure.

4.2 Obligations. Receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

4.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by receiving party without use of Confidential Information; or (d) is required to be disclosed by law, provided receiving party gives prompt written notice and cooperates with disclosing party's efforts to seek protective relief.

5. Intellectual Property; Work Product

Unless otherwise agreed in writing, all deliverables and work product created by Service Provider specifically for Client under this Agreement shall be considered work made for hire and assigned to Client upon full payment. Service Provider retains ownership of its pre-existing methodologies, tools and know-how, and grants Client a non-exclusive license to the extent necessary for Client's use of the deliverables.

6. Representations and Warranties; Indemnification

Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement. Service Provider represents that the services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client's use of the deliverables not in accordance with this Agreement.

7. Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for indirect, incidental, special or consequential damages, and each party's aggregate liability for claims arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

8. Governing Law and Dispute Resolution

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 shall first attempt to resolve disputes through good faith negotiations. If unresolved, disputes shall be submitted to binding arbitration conducted in the county where Client's principal place of business is located, unless otherwise agreed in writing.

9. Entire Agreement; Amendments

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

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery, and shall be effective upon receipt.

11. Miscellaneous

11.1 Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

11.2 Independent Contractor. Service Provider is an independent contractor, and nothing in this Agreement creates an employment, agency or joint venture relationship between the parties.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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