Business Document Wiptec

BUSINESS DOCUMENT WIPTEC

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: (Provider), and Client Name: (Client). Provider and Client may each be referred to herein as a Party and together as the Parties.

WHEREAS

WHEREAS, Provider represents that it possesses the professional expertise, personnel and resources necessary to perform the services described in this Agreement and is willing to provide such services to Client under the terms and conditions set forth herein;

WHEREAS, Client desires to engage Provider to perform the services described in the Scope of Work in exchange for payment under the Payment Terms established below; and

WHEREAS, the Parties desire to set forth their mutual understanding and agreement in writing.

PARTIES AND CONTACT INFORMATION

Corporation    LLC    Individual    Other

SCOPE OF WORK

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Services shall include deliverables, timelines, and responsibilities as set forth in the Scope of Work field.

PAYMENT TERMS

Client shall pay Provider the fees set forth below. All payments are due in accordance with the schedule provided and are subject to late fees as provided herein.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within Notice Period (days): after receipt of written notice specifying the breach. Either Party may also terminate for convenience upon mutual written agreement of the Parties.

CONFIDENTIALITY

Each Party (Receiving Party) shall hold in strict confidence all non-public confidential or proprietary information disclosed by the other Party (Disclosing Party) and shall not use or disclose such information except as necessary to perform under this Agreement. Confidential Information excludes information that (a) is or becomes publicly known through no breach by the Receiving Party, (b) is lawfully received from a third party without restriction, (c) is independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information, or (d) must be disclosed pursuant to a lawful order of a court or governmental authority, provided the Receiving Party gives prompt written notice to the Disclosing Party where permitted and cooperates in efforts to limit disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of Confidentiality Term (years): years, except with respect to trade secrets which shall remain protected for so long as they retain trade secret status.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and tools used in connection with the services. Subject to full payment of fees due hereunder, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any custom work for which Client requires assignment of intellectual property rights must be expressly identified and compensated in the Scope of Work.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify and hold harmless the other Party from third-party claims arising out of its breach of this Agreement or its gross negligence or willful misconduct. Except for liability arising from willful misconduct or violation of confidentiality or indemnification obligations, neither Party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflicts of law principles. The Parties shall attempt in good faith to resolve disputes expeditiously through negotiation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration conducted in a mutually agreed location, unless the Parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules attached hereto and any statements of work executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendments to this Agreement must be made in writing and signed by authorized representatives of both Parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the contact addresses set forth above or to such other address as a Party may designate by notice in accordance with this Section. Delivery by email shall be effective upon confirmation of transmission if followed by a copy sent via first-class mail within two business days.

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