Business Document Template MDT

Business Document Template MDT

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

Recitals

WHEREAS, Client requires certain professional services and deliverables in connection with its business operations, described more fully below; and

WHEREAS, Provider represents that it has the skill, experience, personnel and resources necessary to perform the services and deliver the deliverables under this Agreement; and

WHEREAS, the parties desire to set forth herein the terms and conditions under which Provider will perform such services for Client.

Scope of Work

Provider shall perform the services and deliver the deliverables described below. The parties acknowledge that any change to the scope of work shall be made only by written amendment executed by authorized representatives of both parties.

Payment Terms

Client shall pay Provider for the services rendered in accordance with the amounts and schedule set forth below. All payments shall be made in lawful currency of the jurisdiction specified in this Agreement unless otherwise agreed in writing. Late payments shall accrue interest as set forth below.

Invoices issued by Provider are due within days of receipt. Client shall pay undisputed amounts in accordance with the invoice schedule. Disputed amounts must be submitted to Provider in writing within ten (10) days of receipt of the invoice, otherwise the invoice shall be deemed accepted.

Any undisputed amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reimbursement of collection costs and reasonable attorneys' fees.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless sooner terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the Receiving Party) shall maintain as confidential all non-public information disclosed by the other party (the Disclosing Party) that is marked or otherwise 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 business plans, financial information, technical data, product designs, customer lists and pricing.

The Receiving Party shall (a) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes generally known without breach of this Agreement by the Receiving Party; (ii) was in the Receiving Party's possession prior to disclosure without an obligation of confidentiality; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for purposes of any dispute arising out of or in connection with this Agreement.

Entire Agreement; Miscellaneous

This Agreement, and any exhibits or schedules attached hereto, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

If any provision of this Agreement is held to be 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 party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction.

Notices

Additional Provisions

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of applicable law.

Limitation of Liability: Except for liability arising from a party's willful misconduct, gross negligence, or an indemnity obligation, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

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