Business Document Revised PDF

BUSINESS DOCUMENT REVISED PDF

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Party A: with a principal place of business at , and Party B: with a principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and solutions described herein, and possesses the personnel, expertise, and resources necessary to perform the services; and

WHEREAS, Party B desires to retain Party A to perform specific services described in this Agreement and Party A is willing to provide such services under the terms set forth below.

WHEREAS, the parties wish to document their agreement regarding scope, compensation, confidentiality, term, and other material terms.

SCOPE OF WORK

Party A shall perform the work and provide the deliverables described below. Detailed specifications, milestones, and acceptance criteria are set forth in the field below. Party A shall perform the services in a professional and workmanlike manner in accordance with applicable industry standards.

PAYMENT TERMS

In consideration for the services, Party B shall pay Party A the amounts and according to the schedule set forth below. All amounts are stated in United States Dollars unless otherwise agreed in writing.

Any past-due amount shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. In addition, Party B shall pay a late fee of for each invoice overdue more than days.

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 providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) may receive confidential, proprietary, or non-public information (Confidential Information) from the other party (the Disclosing Party). Confidential Information includes business, technical, financial, and customer information reasonably designated as confidential or that by its nature should reasonably be understood to be confidential.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those set forth herein.

Information that is or becomes generally available to the public other than through unauthorized disclosure by the Receiving Party.
Information rightfully received by the Receiving Party from a third party without breach of any obligation of confidentiality.
Disclosure required by law or valid legal process, provided the Receiving Party gives prompt written notice to allow the Disclosing Party to seek protective relief.

LIMITATION OF LIABILITY; INSURANCE

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, indirect, exemplary, or punitive damages, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the fees actually paid by Party B to Party A under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

The parties shall maintain commercially reasonable insurance to cover their respective obligations under this Agreement. Upon request, a party shall provide proof of insurance to the other party.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, either party may seek resolution in the state or federal courts located in the jurisdiction specified above.

ASSIGNMENT; AMENDMENT; SEVERABILITY

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or transfer of control if the assignee assumes all obligations hereunder. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed contemporaneously hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, whether written or oral. In the event of any conflict between this Agreement and an exhibit, the terms of this Agreement shall control unless the exhibit expressly states otherwise.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any agreement, law, or obligation to which it is subject.

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