Business Document Seattle

Business Document Seattle

This General Business Agreement (the Agreement) is made and entered into as of the Effective Date by and between:

Client Name:    Business Type:

Contractor Name:    Business Type:

RECITALS

WHEREAS, Client desires to retain Contractor to perform certain services in connection with Client's business operations in the Seattle metropolitan area; and

WHEREAS, Contractor has the expertise, personnel, and resources necessary to provide the services described in this Agreement and is willing to perform such services for Client on the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the subject matter of this Agreement.

SCOPE OF WORK

Contractor shall perform the services described below (the Services). Contractor shall perform the Services in a professional and workmanlike manner in accordance with industry standards and applicable law.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration of the full performance of the Services. All amounts are payable in United States dollars unless otherwise agreed in writing. Contractor shall invoice Client in accordance with the schedule below. Unless otherwise stated, invoices are due and payable within thirty (30) days of Client's receipt.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus all costs of collection, including reasonable attorneys' fees. Late fee (percent per month):

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period identified above. Either party may terminate for convenience upon providing the notice specified above. Upon termination, Client shall pay Contractor for Services performed and reasonable, documented expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and shall not disclose to any third party any non-public, proprietary, or confidential information disclosed by the other party (Discloser) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by Recipient, (b) is rightfully received from a third party without restriction, or (c) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall use Confidential Information only for the performance of its obligations under this Agreement and shall take reasonable measures to protect the confidentiality of such information. If Recipient is required by law to disclose Confidential Information, Recipient shall provide Discloser with prompt written notice to the extent legally permitted and shall cooperate with Discloser to seek an appropriate protective order.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington without regard to choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in King County, Washington for the resolution of disputes arising out of or relating to this Agreement, provided that nothing herein prevents a party from seeking injunctive relief in any court of competent jurisdiction.

LIMITATION OF LIABILITY; WARRANTIES

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Contractor warrants that it will perform the Services with reasonable skill and care. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CONTRACTOR PROVIDES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by hand delivery, certified mail (return receipt requested), or a nationally recognized overnight courier service, and shall be effective upon receipt.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, 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, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under 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 or sale of substantially all its assets without consent.

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