Business Document Thalackdr

Business Document Thalackdr

This General Business Agreement ("Agreement") is entered into by and between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client wishes to retain Service Provider to perform certain business services described herein and Service Provider has represented that it has the skill, personnel, and resources to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided, compensation will be paid, and confidential information will be protected;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below. The description sets forth the deliverables, milestones, and any performance standards that shall govern performance.

Payment Terms

Client shall pay Service Provider for services performed in accordance with the following fee structure.

Late payments shall accrue interest and fees as set forth below.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Service Provider shall deliver to Client all work in progress, and Client shall pay for all work performed and expenses incurred through the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" shall mean non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was known to the receiving party prior to disclosure, or is rightfully obtained from a third party without restriction.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform under this Agreement, and (c) limit disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title, and interest in and to any work product created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing materials and tools, provided the license to include any pre-existing materials in deliverables is granted to Client on a non-exclusive, perpetual, worldwide basis to the extent necessary for Client's use of the deliverables.

Indemnification

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or courier.

Miscellaneous Provisions

a) Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets. b) Severability: If any provision is held invalid, the remainder shall remain in effect. c) Waiver: Failure to enforce any right is not a waiver of that right.

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