Business Document Perlas

BUSINESS DOCUMENT PERLAS

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Provider Name: ("Provider"). The Client and Provider are collectively referred to as the Parties.

RECITALS

WHEREAS, the Client desires to engage the Provider to perform certain business services described herein; and

WHEREAS, the Provider represents that it has the requisite experience, personnel, and resources to provide the services; and

WHEREAS, the Parties intend to set forth the terms and conditions pursuant to which the Provider will perform the services and the Client will compensate the Provider.

SCOPE OF WORK

The Provider shall perform the services described in detail below. The Provider shall furnish all labor, materials, equipment and supervision necessary to complete the services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

The Client shall pay the Provider for the services performed in accordance with the terms set forth below. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Late payments shall accrue interest as provided below and the Client shall reimburse the Provider for reasonable collection costs, including attorneys' fees, if payment is not made when due.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Each Party acknowledges that during performance under this Agreement it may receive Confidential Information from the other Party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (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 no less restrictive than those herein. Confidential Information shall not include information that is or becomes public through no breach by the receiving Party, is already known by the receiving Party without obligation of confidentiality, or is independently developed by the receiving Party without use of Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all work product, deliverables, inventions, and materials created by the Provider in the course of performing the services (collectively, "Work Product") shall be the sole and exclusive property of the Client upon full payment of amounts due. The Provider hereby assigns to the Client all right, title, and interest in and to the Work Product, subject to any pre-existing Provider materials which shall be listed and identified in writing.

WARRANTIES AND LIMITATION OF LIABILITY

The Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS IS" AND THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY THE CLIENT TO THE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship between the Parties unless explicitly stated in writing.

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