Business Document Robidoux Docs

BUSINESS DOCUMENT ROBIDOUX DOCS

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain business services and deliverables as more particularly described below; and

WHEREAS, Service Provider represents that it has the professional capability, experience and resources to perform such services and agrees to render services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, payment structure, confidentiality obligations, and other provisions governing their relationship in a single integrated agreement.

1. SCOPE OF WORK

Service Provider shall perform the services and deliver the work products described below (Scope of Work). Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Service Provider compensation in accordance with the schedule and amounts set forth below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

If any invoiced amount is not paid within the period specified above, Service Provider may suspend performance and shall be entitled to recover collection costs, including reasonable attorneys' fees, to the extent permitted by law.

3. TERM AND TERMINATION

This Agreement commences 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 by the other party that remains uncured for fifteen (15) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed through the termination date and for non-cancellable commitments made prior to termination.

4. CONFIDENTIALITY

Each party (Recipient) acknowledges that in the course of performance it may obtain Confidential Information of the other party (Discloser). Confidential Information means non-public information designated as confidential or that reasonably should be understood to be confidential given its nature and the manner of disclosure.

Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information from unauthorized disclosure using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of Recipient; (ii) was rightfully known to Recipient prior to disclosure; (iii) is rightfully received from a third party without breach of an obligation; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Where required by law or valid subpoena, Recipient may disclose Confidential Information only after providing prompt notice to Discloser to allow a protective order or other remedy.

5. REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services shall be performed in a professional manner consistent with applicable industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND ALL OTHER WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Service Provider shall indemnify and hold harmless Client from and against third-party claims arising from Service Provider's gross negligence or willful misconduct in the performance of services. Client shall indemnify Service Provider for claims arising from Client's misrepresentations or misuse of deliverables.

6. 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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, disputes shall be resolved in a court of competent jurisdiction located in the selected state.

7. MISCELLANEOUS

Entire Agreement: This Agreement (including schedules and exhibits, if any) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, written or oral.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that a party may assign this Agreement without consent in connection with a merger, acquisition or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party designates by notice. Notices shall be effective upon receipt.

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