Business Document SDS Document

Business Document SDS Document

This General Business Agreement (the "Agreement") is made and entered into as of Effective Date: by and between: Client Name: , a organized under the laws of (\"Client\"); and Provider Name: , a organized under the laws of (\"Provider\").

WHEREAS

WHEREAS, Provider is engaged in the business of preparing, reviewing and maintaining Safety Data Sheets ("SDS") and related regulatory, labeling and compliance documentation for chemical products and occupational safety purposes; and

WHEREAS, Client desires to retain Provider to prepare and maintain SDS documentation and related deliverables for products identified by Client, and Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Scope of Work

Provider shall perform professional services to develop, review and maintain Safety Data Sheets and related technical documentation for products supplied by Client. Services shall include hazard classification, composition analysis, regulatory references, precautionary statements, required pictograms and revision management consistent with applicable law and industry standards.

2. Payment Terms

Client shall pay Provider the fees set forth below (the "Fees"). Unless otherwise agreed in writing, all fees are exclusive of taxes and disbursements. Provider shall invoice Client in accordance with the Payment Schedule below.

Invoices are payable within days of receipt. Overdue amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client is responsible for all reasonable collection costs for delinquent payments.

3. Term and Termination

The initial term of this Agreement shall commence on Start Date: and expire on End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for 10 days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

Client and Provider agree that this Agreement will not automatically renew unless a checkbox is selected and both parties execute an amendment indicating renewal terms.

4. Confidentiality

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including formulations, SDS drafts, technical data, customer lists and pricing. Recipient shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely for performance under this Agreement, and (c) not disclose Confidential Information to third parties except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

5. Intellectual Property & Deliverables

Provider retains ownership of Provider's pre-existing methodologies, templates and proprietary tools. Upon full payment of Fees, Provider grants Client a non-exclusive, non-transferable license to use the final SDS deliverables for Client's internal business and regulatory compliance. Provider shall have the right to use anonymized, non-identifying excerpts of deliverables for quality assurance and internal training.

6. Limitation of Liability & Indemnification

Except for willful misconduct or gross negligence, Provider's aggregate liability arising out of or related to this Agreement shall not exceed the Fees paid by Client to Provider in the twelve months preceding the event giving rise to the claim. Each party shall indemnify the other for third-party claims arising from its breach of this Agreement, negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

7. 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. Exclusive venue for any dispute shall be the state or federal courts located within that state unless the parties otherwise agree in writing.

8. Entire Agreement

This Agreement (including all exhibits and schedules attached hereto) constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification shall be binding unless executed in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

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