Business Document petedorr

Business Document petedorr

This General Business Agreement ("Agreement") is made and entered into on by and between Client Name: with principal place of business at Client Address: and Service Provider Name: with principal place of business at Provider Address: .

Recitals

WHEREAS, Client is engaged in the business activities described in this Agreement and seeks services to be performed by Service Provider; and

WHEREAS, Service Provider represents that it has the experience, skill, and personnel necessary to perform the services described in this Agreement in a professional manner and in accordance with industry standards; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform such services for Client.

Scope of Work

Service Provider shall perform the tasks, deliverables and responsibilities described below. Service Provider shall perform all work in a professional, timely and workmanlike manner consistent with applicable standards.

Payment Terms

In consideration for the services performed, Client shall pay Service Provider the fees and reimbursements set forth below. All amounts are payable in United States dollars unless otherwise stated.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated monthly on the outstanding balance.

Term and Termination

This Agreement commences on Start Date: and remains in effect until End Date: , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the intended termination date. Either Party may terminate immediately for material breach if such breach is not cured within 15 days after receipt of written notice specifying the breach. Termination does not relieve Client of payment obligations for services performed prior to termination or for non-cancellable commitments incurred by Service Provider in performance of the services.

Confidentiality

Each Party (a "Receiving Party") shall keep confidential all information disclosed by the other Party (the "Disclosing Party") that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that: (i) was publicly known at the time of disclosure; (ii) becomes publicly known through no fault of the Receiving Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information as requested in writing.

Ownership and Intellectual Property

Unless otherwise agreed in writing, Client shall own all work product, deliverables and materials specifically prepared for Client under this Agreement upon full payment. Service Provider shall retain ownership of its pre-existing materials, tools, methodologies and general know-how. The Parties shall grant each other only the licenses necessary to effectuate the deliverables and this Agreement as expressly set forth herein.

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 law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment

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

Representations; Limitation of Liability

Each Party represents that it has the authority to enter this Agreement. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested) or electronic mail with confirmation, to the contact information set forth below or such other address as a Party may designate by notice.

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