Business Document The Popular

BUSINESS DOCUMENT THE POPULAR

Parties and Identification

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

WHEREAS

WHEREAS, Client engages Provider to perform the services described below, and Provider has represented that it possesses the qualifications, experience and abilities to provide such services in accordance with the terms set forth in this Agreement;

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform the services and be compensated for those services;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows.

Scope of Work

Provider shall perform the services described below. Provider shall provide such services in a professional manner consistent with industry standards and in accordance with any schedules agreed by the Parties.

Payment Terms

Client shall pay Provider compensation as set forth below. All fees are due in United States dollars unless otherwise agreed in writing. Provider shall invoice Client in accordance with the payment schedule below.

Invoices not disputed in good faith within ten (10) days of receipt shall be deemed accepted. Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect past-due amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

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. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days of receiving written notice specifying the breach.

Confidentiality

During the Term and for a period of following termination, each Party shall hold in strict confidence and not disclose to any third party any Confidential Information disclosed by the other Party, except to the extent necessary to perform under this Agreement or as required by law. Confidential Information means non-public business, technical or financial information disclosed in oral, written, electronic or other form and designated as confidential or which a reasonable person should understand to be confidential.

Confidential Information does not include information that: (a) was already known to the recipient without obligation of confidentiality; (b) becomes publicly known without breach of this Agreement; (c) is obtained from a third party without breach of any obligation to the disclosing Party; or (d) is independently developed by the recipient.

Representations and Warranties

Each Party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that the execution and performance of this Agreement will not violate any other agreement or legal obligation applicable to such Party. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification and Limitation of Liability

Each Party agrees to 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, or willful misconduct. Except for liability resulting from gross negligence or willful misconduct, neither Party shall be liable for consequential, incidental, or punitive damages. The aggregate liability of either Party arising 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 claim.

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. Any disputes arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that State, and each Party consents to the exclusive jurisdiction of such courts.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification or waiver shall be effective unless made 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 set forth above, or to such other address as either Party may designate in writing, by certified mail, courier, or email with confirmation of receipt. Notices are effective upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or agency relationship between them. Headings are for convenience only and do not affect interpretation.

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