Business Document Serena

BUSINESS DOCUMENT SERENA

Parties

This General Business Agreement (the Agreement) is entered into between Client Name: with address: and Service Provider Name: with address: .

Recitals

WHEREAS, Client requires certain professional services to be performed in connection with Client's business activities; and

WHEREAS, Service Provider represents that it possesses the experience, qualifications, and personnel necessary to perform the services set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the performance and payment for such services as set forth below.

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws and regulations.

Payment Terms

Client agrees to pay Service Provider the compensation set forth below in exchange for the performance of the Scope of Work. Payments are due in accordance with the schedule described in this section. All amounts are exclusive of applicable taxes unless otherwise stated.

Late Payment: Any amount not paid within days after the due date shall accrue a late fee of % per month on the outstanding balance, compounded monthly, plus all reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by either party to the other that is designated as confidential or that, by its nature, should reasonably be considered confidential.

Obligations: Receiving party shall (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally known without breach of this Agreement by the receiving party; (ii) is received from a third party without restriction and without breach of an obligation of confidentiality; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Disclosure compelled by law is permitted provided the receiving party gives prompt notice to the disclosing party and cooperates in any efforts to limit disclosure.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Agreement. Except for indemnification obligations, neither party shall be liable for incidental, consequential, special, or punitive damages, and aggregate liability shall be limited to amounts actually paid under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

Sign Now