Business Document Wikipedia

Business Document Wikipedia

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Party A: with principal place of business at , and Party B: with principal place of business at .

Recitals

WHEREAS, Party A is engaged in the business of providing certain professional services and desires to retain Party B to perform specific services as described in this Agreement; and

WHEREAS, Party B represents that it has the skill, experience, and resources necessary to perform the services described in this Agreement and is willing to perform such services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Scope of Work

Payment Terms

Payments are due in accordance with the schedule above. If payment is not received within days of invoice, a late fee of shall accrue on the outstanding balance, together with any reasonable collection costs.

Term and Termination

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

Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for material breach may be immediate if the breaching party fails to cure within a reasonable period not to exceed 30 days after receipt of written notice of breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information, data, materials, business strategies, financial information, trade secrets, customer lists, or other proprietary information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"), except as expressly permitted herein.

Confidential Information shall not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction. The Receiving Party may disclose Confidential Information to its employees, agents, or contractors on a need-to-know basis, provided that such persons are bound by confidentiality obligations no less restrictive than those herein.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with regard to trade secrets, for which protection shall continue for so long as such information remains a trade secret under applicable law. The parties acknowledge that a breach of this Section may cause irreparable harm and that injunctive relief is an appropriate remedy in addition to any other remedies at law or in equity.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorney fees) arising out of the indemnifying party's negligent acts, willful misconduct, or material breach of this Agreement. Except for willful misconduct or gross negligence, neither party's liability to the other shall exceed the total amounts paid or payable under this Agreement during the twelve (12) months prior to the event giving rise to the claim.

Governing Law

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

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may specify in writing.

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