Business Document Start Template

Business Document Start Template

This General Business Agreement (the Agreement) is made and entered into as of the effective date set forth below between the parties identified herein.

Parties

Client Name:     Client Address:

Service Provider Name:     Service Provider Address:

Recitals

WHEREAS, the Client engages the Service Provider to perform certain services in connection with the Client's business activities and the Service Provider represents that it has the skill and capability to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide services to the Client, including scope, compensation, confidentiality and termination provisions; and

WHEREAS, the parties agree that this Agreement shall become effective on the Effective Date set forth below.

Effective Date:

Scope of Work

The Service Provider shall perform the services described below in accordance with the terms of this Agreement. The description below constitutes the primary obligations of the Service Provider; additional tasks, milestones or deliverables may be attached as exhibits and will be incorporated by reference.

Payment Terms

Compensation: Client shall pay Service Provider the total amount of in accordance with the payment schedule below.

Invoicing: Service Provider will submit invoices to Client at the intervals specified above. Client shall pay undisputed invoices within days of receipt.

Late Payments: Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. In addition, a late fee of may be assessed for each delinquent invoice.

Expenses: Reimbursable expenses will be paid by Client only if pre-approved in writing. Reimbursable expense limit per invoice:

Unless otherwise agreed in writing, Client shall not withhold taxes from payments to Service Provider; Service Provider is responsible for all federal, state and local taxes arising from amounts paid under this Agreement.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within days after receipt of written notice of such breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services rendered and approved expenses incurred through the effective date of termination. Sections that by their nature survive termination shall so survive, including confidentiality, indemnity and governing law provisions.

Confidentiality

Definition: "Confidential Information" means non-public, proprietary or confidential information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, in writing or by other means, including but not limited to business plans, customer lists, financial information, trade secrets, technical data, and know-how.

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

Information that is or becomes publicly available other than by breach of this Agreement.
Information rightfully known to the Receiving Party prior to disclosure as evidenced by written records.
Information independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Remedies: The parties acknowledge that monetary damages may be inadequate to compensate a Disclosing Party for breaches of confidentiality and agree that the Disclosing Party shall be entitled to seek injunctive relief and any other equitable remedies in addition to any other remedies at law or in equity.

Indemnification and Limitation of Liability

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 gross negligence or willful misconduct in performing its obligations under this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability for direct damages shall be limited to the total amounts paid or payable under this Agreement during the twelve (12) month period preceding the claim.

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 resolution of any disputes arising under this Agreement.

Entire Agreement; Amendments

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

Miscellaneous Provisions

Assignment: 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 this Agreement in connection with a merger, acquisition or sale of substantially all its assets provided the assignee assumes all obligations hereunder.

Notices: Any notice required or permitted under this Agreement shall be in writing and delivered to the address set forth above or such other address as a party may designate in writing; notices shall be deemed given upon personal delivery, three (3) days after deposit in the United States mail, or one (1) business day after deposit with a nationally recognized overnight carrier.

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