Business Document Template Holloman Docs

BUSINESS DOCUMENT TEMPLATE HOLLOMAN DOCS

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between:

PARTIES

RECITALS

WHEREAS, Party A is engaged in the business of providing commercial services and has represented that it possesses the skill, personnel and resources necessary to perform certain services described in this Agreement;

WHEREAS, Party B desires to retain Party A to perform the services described below on the terms and conditions set forth in this Agreement, and Party A is willing to perform such services for the compensation set forth herein;

WHEREAS, the parties intend by this Agreement to set forth their entire understanding regarding the subject matter hereof and to allocate their respective rights and obligations accordingly.

SCOPE OF WORK

Party A shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards:

PAYMENT TERMS

Compensation: Party B shall pay Party A a total fee of USD for the services described in this Agreement.

Invoicing and Due Date: Party A will submit invoices in accordance with the Payment Schedule. Payments are due within days from receipt of invoice.

Late Payment: Any amounts not paid when due shall accrue interest at a rate of per month or the maximum rate permitted by law, whichever is less, plus reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Effect of Termination: Upon termination, Party B shall pay Party A for all work performed and approved expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law, and Payment shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to a receiving party, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The 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, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisers who need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure; (iii) is rightfully received by the receiving party without restriction from a third party; or (iv) is independently developed by the receiving party.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party agrees to indemnify, defend and hold harmless the other party from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets.

Notices: 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 by written notice. Notices shall be deemed delivered when received in person, one business day after delivery to a nationally recognized overnight courier service, or three business days after being mailed by certified mail, return receipt requested.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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