Business Document WildFlower

Business Document WildFlower

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

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business consulting, creative services, and related deliverables and possesses the professional skills, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement for the project commonly referred to as under the terms set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the complete terms and conditions under which Service Provider will provide services to Client.

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. The description below is primary and may be supplemented by written statements of work executed by the parties.

PAYMENT TERMS

Client shall pay Service Provider for the services rendered as follows.

All invoices are due and payable within days of invoice date unless otherwise agreed in writing. Late payments will accrue interest as set forth below.

If any payment is more than days overdue, Client shall pay interest at the rate specified above on the overdue balance, compounded monthly, together with any collection costs and reasonable attorneys' fees incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Service Provider will deliver any completed work and work in progress, and Client will return or destroy confidential materials as required by the Confidentiality clause.

CONFIDENTIALITY

Each party acknowledges that in connection with the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, or other proprietary information disclosed in any form. Each recipient shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations, and (c) not use it for any purpose other than performance under this Agreement, except as required by law.

Confidential obligations under this Agreement shall survive termination for a period of years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable right to use deliverables provided under this Agreement for Client's internal business purposes. Pre-existing intellectual property, general know-how, methodologies, and tools of Service Provider shall remain the property of Service Provider. The parties shall document ownership and any licenses for specific deliverables in an attached statement of work when appropriate.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from its negligence or willful misconduct in connection with this Agreement. Except for a party's indemnification obligations or willful misconduct, neither party's liability under this Agreement shall exceed the total fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable to the other for consequential, incidental, punitive, or special damages.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall initially attempt to resolve disputes in good faith through negotiation; if unresolved within 30 days, disputes may be submitted to mediation, and if still unresolved, to binding arbitration in the governing state, unless the parties agree otherwise in writing.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor to substantially all of its business by merger or sale.

Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

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

Entire Agreement: This Agreement, together with any written statements of work executed 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.

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