Business Document Template Yukon Docs

Business Document Template Yukon Docs

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

WHEREAS

WHEREAS, Client requires certain professional services and related deliverables, and Service Provider has the skills, experience and capacity to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties wish to set forth their respective obligations, deliverables, compensation and confidentiality obligations in a written agreement to govern their relationship during the Term.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of (the Compensation) for the services and deliverables described in this Agreement, subject to the payment schedule below.

Invoicing and Payment: Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise stated on the invoice, payment is due within days of invoice receipt. Payments shall be made in lawful currency of Canada to the account designated by Service Provider.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for reasonable collection costs.

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 for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Termination is without prejudice to any rights or remedies that accrued prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, 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.

Non-Disclosure: Each party agrees to hold the other party's Confidential Information in strict confidence and to use such information solely to perform its obligations under this Agreement. Neither party shall disclose Confidential Information to any third party except to its employees, contractors or professional advisors who need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) is rightfully received from a third party without duty of confidentiality, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing party is given reasonable prior notice to seek protective relief.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the express warranties set forth in this Agreement, all other warranties are excluded to the maximum extent permitted by law.

Limitation of Liability: Except for liability resulting from willful misconduct or gross negligence, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party arising under this Agreement shall not exceed the total Compensation paid to Service Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Yukon without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in Yukon for disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and accepted Statements of Work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in writing and signed by authorized representatives of 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 to an affiliate or in connection with a change of control, provided the assignee assumes all obligations herein.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it valid and enforceable.

CONTACT INFORMATION

ENTITY TYPE

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