Business Document Thunder Blazes

BUSINESS DOCUMENT THUNDER BLAZES

This General Business Agreement ("Agreement") is made effective as of Effective Date: , by and between Provider Name: with principal place of business at , and Client Name: with principal place of business at .

Recitals

WHEREAS, Provider is engaged in the business of providing goods and services described in this Agreement and has the skill, personnel, and resources necessary to perform such services; and

WHEREAS, Client desires to retain Provider to perform the services set forth herein on the terms and conditions contained in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

Scope of Work

Provider shall perform the services with the level of skill, care, and diligence consistent with industry standards and in accordance with any timetable or milestone schedule set forth in the Scope of Work. Any material changes to the Scope of Work shall be documented in a written change order signed by both parties.

Payment Terms

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of % per month (or the maximum lawful rate if lower), and a minimum late fee of applies to any overdue invoice. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, if payment is not made when due.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice of such 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 hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required to perform the obligations of this Agreement. "Confidential Information" includes non-public business, technical, financial, and product information disclosed orally, in writing, or by inspection of tangible items. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall remain in effect for a period of years from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in a written statement of work, Provider assigns to Client all right, title and interest in deliverables created specifically for Client under this Agreement, subject to Client's full payment of amounts due. Provider retains ownership of Provider's pre-existing materials, tools, and methodologies and grants Client a non-exclusive, non-transferable license to use such materials solely in connection with the deliverables. Each party warrants that it has the right to grant the rights it purports to grant under this Agreement.

Representations and Warranties; Limitation of Liability

Each party represents that it has the corporate power and authority to enter into this Agreement and to perform its obligations. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING 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 conflicts of law principles. The parties agree that any action seeking enforcement or interpretation of this Agreement shall be brought exclusively in the state or federal courts located in that State, subject to any equitable relief the Disclosing Party may seek.

Entire Agreement

This Agreement, including any attachments and statements of work signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No modification, amendment, or waiver of any provision shall be effective unless in a written instrument signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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