Business Document PDF Creator

Business Document PDF Creator

This General Business Agreement (the Agreement) is entered into between the parties identified below as of the Effective Date set forth in the recitals.

Parties

Recitals

WHEREAS, Client engages Service Provider to perform business document preparation, formatting, and PDF generation services as described herein; and

WHEREAS, Service Provider represents that it has the skill, experience and capacity to perform the services and to deliver reproducible electronic and printable PDF documents in accordance with the requirements of this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, terms and conditions under which such services will be provided commencing on .

Scope of Work

Service Provider will perform the services and deliverables described below. Deliverables shall conform to the specifications provided by Client and to reasonable industry standards.

Payment Terms

Client shall pay Service Provider the total fee of $ for the services set forth herein, subject to the payment schedule below.

Invoices are due within days of invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

Term and Termination

This Agreement shall commence on and shall 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 termination date. Either party may terminate immediately for material breach that remains uncured thirty (30) days after written notice of such breach.

Confidentiality

Each party (Recipient) shall keep confidential and shall not disclose to any third party the Confidential Information of the other party (Discloser). Confidential Information includes business and technical information, templates, unpublished deliverables, and other proprietary materials disclosed in connection with this Agreement. Confidentiality obligations shall survive termination for years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

The obligations in this Section shall not apply to information that (i) is or becomes public through no breach by Recipient; (ii) is lawfully received from a third party without confidentiality obligations; or (iii) is independently developed without use of Discloser’s Confidential Information. A disclosure required by law shall be permitted only after Recipient provides prompt written notice to Discloser and cooperates with Discloser’s reasonable efforts to seek a protective order or other appropriate remedy.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use delivered PDFs and documents for Client’s internal business purposes. Service Provider retains ownership of pre-existing materials, tools, templates, and methodologies. To the extent Service Provider incorporates third-party materials, Service Provider will obtain and maintain required licenses.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement. Except for liability resulting from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable for indirect, incidental, special or consequential damages. The aggregate liability of each party for claims arising under this Agreement shall be limited to the amounts actually paid by Client to Service 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 without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction for disputes that are not subject to arbitration.

Entire Agreement; Amendment

This Agreement, including any attachments and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and agreements. No amendment shall be effective unless in a writing signed by authorized representatives of both parties.

Notices

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

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of its business. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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