Business Document Standing Stones

BUSINESS DOCUMENT STANDING STONES

RECITALS

THIS GENERAL BUSINESS AGREEMENT (the Agreement) is entered into as of by and between Client Name: and Provider Name: .

WHEREAS, Client desires to retain Provider to perform certain business, design, supply and/or installation services in connection with a project commonly described as Standing Stones (the Project), and Provider has represented that it has the experience, personnel and equipment necessary to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth their agreement regarding the scope, payment, term, confidentiality and other material terms governing Provider’s performance and Client’s obligations.

SCOPE OF WORK

Provider shall furnish all labor, materials, equipment and supervision necessary to complete the Scope of Work in a professional manner consistent with industry standards. Any material deviations from the Scope of Work shall require prior written approval from Client and may be subject to change order pricing.

PAYMENT TERMS

Unless otherwise set forth in the payment schedule above, invoices are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Client agrees to pay a late fee of for each invoice past due more than days to cover administrative costs.

All payments shall be made in United States Dollars to the account designated by Provider. Invoices shall itemize work performed and any reimbursable expenses.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

Upon termination, Provider shall be paid for all work performed and documented expenses incurred through the effective date of termination, subject to setoff for any amounts owed by Provider to Client.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in strict confidence all non-public information disclosed by the other party (the Disclosing Party) that is identified 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 includes, without limitation, business plans, pricing, technical data, designs, customer lists and trade secrets.

The 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 those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall remain in effect for a period of years following disclosure, except for trade secrets which shall remain protected for so long as such information qualifies as a trade secret under applicable law.

Exceptions: Confidential Information does not include information that (a) was rightfully in the Receiving Party’s possession prior to disclosure, (b) becomes publicly available through no fault of the Receiving Party, (c) is rightfully received from a third party without breach of an obligation of confidentiality, or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

If a Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice and cooperate to seek a protective order or other remedy. The Receiving Party may disclose only that portion of Confidential Information that is legally required to be disclosed.

Breach of confidentiality shall entitle the non-breaching party to injunctive relief in addition to any other remedies at law or in equity.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any appendices and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties and agreements, whether written or oral. No modification to this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

MISCELLANEOUS

Relationship of the Parties: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Provider shall be solely responsible for payment of its employees’ wages, taxes and benefits.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s breach of this Agreement, negligence or willful misconduct, except to the extent caused by the indemnitee’s negligence or willful misconduct.

Limitation of Liability: Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages, and the total aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Sign Now