Business Document Pasco

Business Document Pasco

This General Business Agreement ("Agreement") is entered into on Effective Date: , by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client requires certain services and deliverables in connection with the business operations described below; and

WHEREAS, Provider represents that it possesses the necessary expertise, personnel and resources to perform such services under the terms set forth in this Agreement; and

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

1. PARTIES AND CONTACT INFORMATION

2. SCOPE OF WORK

Provider shall perform the services and provide the deliverables described in this section. Provider shall exercise commercially reasonable efforts to meet the schedules and specifications mutually agreed in writing.

3. PAYMENT TERMS

Client agrees to pay Provider the amounts set forth below in consideration for the services rendered. Unless otherwise stated, amounts are payable in U.S. dollars and payment obligations are non-cancelable.

All invoices are due in accordance with the payment schedule. Overdue amounts bear interest at the rate stated in the Late Payment Fee field or, if no rate is specified, at the maximum rate permitted by law. Client is responsible for reasonable collection costs, including attorneys' fees, for past-due amounts.

4. TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the Notice Period: days after written notice. Either party may also terminate for convenience upon written notice of days, in which case Client shall pay Provider for all services performed and non-cancellable obligations incurred through the effective date of termination.

5. CONFIDENTIALITY

"Confidential Information" means all non-public proprietary or business information disclosed by a party (Disclosing Party) to the other (Receiving Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Receiving Party shall: (a) use Confidential Information solely for the performance and enforcement of this Agreement; (b) restrict disclosure to employees, contractors and advisors who have a need to know and who are bound to protect confidentiality at least as protective as this Agreement; and (c) exercise at least the same degree of care in protecting Confidential Information as it employs to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in Receiving Party's possession prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is rightfully obtained from a third party without breach of any obligation to the Disclosing Party. Upon termination or request, Receiving Party shall return or destroy Confidential Information, except to the extent retention is required by law, in which case retained copies remain subject to the confidentiality obligations herein.

6. WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of its obligations under this Agreement, subject to the indemnified party (i) giving prompt written notice of the claim, (ii) permitting the indemnifying party to control the defense and settlement, and (iii) reasonably cooperating in the defense.

8. 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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or related to this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

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

10. MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The sections titled Confidentiality, Governing Law, Indemnification and Limitation of Liability shall survive termination.

SIGNATURES

Sign Now