Business Document Wavy Cat

Business Document Wavy Cat

This General Business Agreement (the "Agreement") is made and entered into as of by and between:

Recitals

WHEREAS, Client desires to obtain certain services described herein and Provider has the skill, personnel, and resources necessary to provide such services on the terms set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to set forth the full understanding regarding the scope of work, payment, confidentiality, and terms of engagement between them.

WHEREAS, the parties agree to perform their obligations in accordance with the terms and conditions contained in this Agreement.

Scope of Work

Provider shall perform the services described below. Provider will use commercially reasonable efforts, skilled personnel, and appropriate materials to perform the work in a professional and timely manner in accordance with industry standards.

Payment Terms

Client agrees to pay Provider the fees set forth below in consideration for the services rendered. Unless otherwise stated, amounts are payable in U.S. dollars.

All undisputed invoices not paid within thirty (30) days of invoice date shall accrue a late fee at the rate specified above, calculated monthly on the outstanding balance. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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. Confidential Information includes, without limitation, business plans, financial information, proprietary processes, trade secrets, and customer lists.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) limit disclosure of Confidential Information to those employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less stringent than those in this Agreement, and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of from the date of disclosure, except with respect to trade secrets, for which protection will continue for as long as the information remains a trade secret under applicable law.

Representations; Warranties; Indemnification

Each party represents that it has full power and authority to enter into this Agreement. Provider represents that services will be performed in a professional manner consistent with industry standards. Except as expressly provided in this Agreement, no other warranties are made, and all implied warranties are disclaimed to the fullest extent permitted by law.

Each party shall indemnify and hold harmless the other party from any third-party claims arising from its gross negligence or willful misconduct in performing its obligations under this Agreement, subject to any limitations of liability set forth herein.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this provision. Notices are effective upon receipt.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of laws principles. Any action to enforce this Agreement shall be brought exclusively in the state or federal courts located in that state.

This Agreement, including any attachments and exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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