Business Document Silverleaf

BUSINESS DOCUMENT SILVERLEAF

Parties and Effective Date

This General Business Agreement ("Agreement") is entered into as of Effective Date:

Recitals

WHEREAS, Client engages Service Provider to perform professional business services and deliverables as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the services described herein in a timely and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided, including scope, compensation, confidentiality, and termination provisions.

Scope of Work

Service Provider shall perform the work described below in accordance with the schedule and deliverables agreed by the parties. The parties may attach additional exhibits describing tasks and milestones if required.

Payment Terms

Client shall pay Service Provider for the performance of services in accordance with the following fee schedule and invoicing procedures.

Invoices shall be issued by Service Provider and are payable within days of receipt unless otherwise agreed in writing.

Late payments shall accrue interest at a rate of per month on outstanding balances, and Service Provider may suspend performance if invoices remain unpaid for more than days following written notice.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate for material breach if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and invoices for services performed through the effective date of termination, and Client shall pay for all undisputed fees and reimbursable expenses incurred through that date.

Confidentiality

Each party (the "Receiving Party") shall treat as confidential all non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or would reasonably be understood to be confidential ("Confidential Information"). Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was known to the Receiving Party prior to disclosure; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or valid legal process, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful efforts to limit the disclosure.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and work product created by Service Provider specifically for Client under this Agreement shall be considered "work made for hire" and ownership shall be transferred to Client upon payment in full. Service Provider shall retain ownership of its pre-existing tools, methodologies, and general knowledge. To the extent assignment is not effective, Service Provider hereby assigns all right, title, and interest in such deliverables to Client.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for any indirect, incidental, special, or consequential damages.

Governing Law and 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 rules. The parties agree to negotiate in good faith to resolve any dispute arising under this Agreement. If the parties cannot resolve a dispute through negotiation within forty-five (45) days, either party may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be deemed given upon delivery if delivered by hand, three (3) business days after deposit in the mail, or upon confirmed receipt if sent by electronic mail with confirmation of delivery.

Sign Now