Business Document Vernon Co CDPG

Business Document Vernon Co CDPG

This General Business Agreement (Agreement) is entered into as of by and between Client Name: with Address: and Provider Name: with Address: . Client and Provider are sometimes referred to individually as a Party and together as the Parties.

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain business services described herein, and Provider has the experience and capability to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that Provider will provide services in a professional manner, and that Client will compensate Provider in accordance with the Payment Terms set forth below; and

WHEREAS, the Parties desire to set forth their entire agreement regarding the services and related matters in this written Agreement.

SCOPE OF WORK

Provider shall perform the services described above in a timely and workmanlike manner in accordance with generally accepted industry standards. Any change to the Scope of Work that materially alters fees or schedule must be authorized in writing by both Parties.

PAYMENT TERMS

Unless otherwise agreed in writing, all amounts payable under this Agreement are exclusive of taxes. If Client disputes an invoice in good faith, Client must notify Provider within ten (10) days of receipt and pay any undisputed portion when due.

TERM AND TERMINATION

Term Start Date: — Term End Date:

Either Party may terminate this Agreement for convenience by providing the other Party with the notice set forth above. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means any non-public information disclosed by one Party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, 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. The Receiving Party shall (i) hold the Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third parties except as expressly permitted in this Agreement, and (iii) take reasonable precautions to protect such Confidential Information. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party, or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations in this Confidentiality section survive for a period of three (3) years following termination or expiration of this Agreement, except that trade secrets will be protected for as long as they qualify as trade secret under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including lost profits, arising out of or relating to this Agreement. The aggregate liability of each Party arising from this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written change orders signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed to the Parties at the addresses set forth below or such other address as may be designated in writing by a Party.

ADDITIONAL PROVISIONS

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 acknowledge that they have had the opportunity to consult with counsel and that any rule construing ambiguities against the drafter shall not apply.

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