Business Document Tosca

BUSINESS DOCUMENT TOSCA

This General Business Agreement ("Agreement") is entered into effective as of Effective Date: , by and between Client Name: with principal place of business at Client Address: ("Client"), and Service Provider Name: with principal place of business at Provider Address: ("Provider"). Collectively referred to as the Parties.

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services described herein and Provider has represented that it has the experience, personnel and resources to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will provide services and deliverables to Client, including payment, confidentiality and termination provisions.

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

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables shall be provided according to the milestones set forth in the Scope of Work and shall be subject to Client acceptance testing where applicable.

PAYMENT TERMS

Unless otherwise agreed in writing, Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of the maximum rate permitted by law or % per month, plus a late fee of for administrative costs.

All payments shall be made in United States dollars unless otherwise agreed. If Client disputes any portion of an invoice in good faith, Client shall provide written notice of the dispute and the Parties shall meet promptly to resolve the dispute; Client must timely pay any undisputed portion.

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 providing written notice to the other Party at least days prior to the effective termination date. Either Party may terminate immediately for material breach by the other Party if such breach is not cured within thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred up to the effective date of termination, subject to any setoffs permitted by law or this Agreement. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or commercially sensitive information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in any form, including business plans, financial information, trade secrets, technical data, specifications, and customer information, whether disclosed orally, in writing, or electronically.

Receiving Party shall: (a) use Confidential Information only for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) exercise 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.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received by Receiving Party without restriction from a third party having the right to disclose; (iii) is independently developed by Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt notice and cooperates with Disclosing Party to seek protective measures.

The obligations in this section shall survive for a period of years following termination or expiration of this Agreement, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement.

INDEMNIFICATION AND LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of this Agreement, negligence or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither Party shall be liable for consequential, incidental, special or punitive damages.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

Sign Now