Business Document SP24

BUSINESS DOCUMENT SP24

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

WHEREAS

WHEREAS, Client Name: desires to retain the Provider to perform certain business services described below; and

WHEREAS, Service Provider Name: represents that it has the skill and capacity to perform such services in accordance with the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Provider shall perform the services described below for Client in a professional and workmanlike manner consistent with industry standards. The services shall include the deliverables, timelines and responsibilities set out in this section and any attachments.

2. Payment Terms

As full compensation for the services and deliverables described above, Client shall pay Provider the amounts and in the manner set forth in this section.

All payments due under this Agreement shall be made in lawful currency of the United States to Provider at the address specified in the Notices provision. Provider shall submit invoices in reasonable detail. Client shall pay invoiced amounts not subject to good faith dispute within Invoice Terms (Net Days) after receipt of an undisputed invoice. Late payments shall accrue the Late Payment Fee stated above until paid in full.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least Notice Period: days prior to termination. Either party may terminate for material breach if the breach is not cured within 15 days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use the same care to protect such Confidential Information as it uses to protect its own confidential information, but no less than a commercially reasonable standard; and (c) not disclose Confidential Information to any third party except to those 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 shall not include information that: (i) is or becomes public other than through a breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. A party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the Disclosing Party and cooperates with any effort to limit disclosure.

5. Notices

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

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

7. Entire Agreement

This Agreement, including 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 agreements, proposals, representations, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

8. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

Sign Now