Business Document PDF Displayer

Business Document PDF Displayer

This General Business Agreement (the Agreement) is entered into by and between Client Name: with primary address at , and Service Provider Name: , with primary address at .

RECITALS

WHEREAS, Client requires a hosted or embeddable application and related services to render, display, and manage business PDF documents (the PDF Displayer) for internal and external use; and

WHEREAS, Provider has represented that it has the technical capability, experience, and resources to develop, configure, and maintain the PDF Displayer in accordance with the specifications set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider for the services and deliverables as set forth below. All payments are due in United States dollars and are non-refundable except as expressly provided herein.

Invoices are due within days of receipt. Overdue amounts shall accrue interest at a rate of per month or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

TERM AND TERMINATION

The term of this Agreement begins on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice specifying such breach. Upon termination, Provider shall deliver to Client all work in progress and finished deliverables for which Client has paid, and Client shall pay Provider for all services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (i) hold the other's Confidential Information in strict confidence, (ii) not disclose it to any third party except as permitted herein, and (iii) use it only to perform its obligations or exercise its rights under this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates to seek protective relief.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title, and interest in and to any pre-existing materials, tools, software, and methodologies used to perform the services. Provider hereby grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Client shall not copy, modify, sublicense, distribute, or create derivative works of Provider's proprietary components except as expressly permitted in writing. Any open-source components incorporated in deliverables shall be subject to their respective licenses, and Provider will notify Client of such components in the final deliverables.

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 conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, either party may pursue any legal or equitable remedy in courts of competent jurisdiction located in the chosen governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact persons set forth above or to such other address as either party may designate in writing. Notices are effective upon personal delivery, confirmed email delivery, or three (3) days after deposit in certified mail, return receipt requested.

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