Business Document WONL

Business Document WONL

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: and Contractor Name: . Client Name and Contractor Name shall each be referred to herein as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Client Name is engaged in the business of acquiring goods and services and desires to retain Contractor Name to perform certain services on the terms and conditions set forth herein;

WHEREAS, Contractor Name possesses the skill, experience, and resources necessary to provide the services described in this Agreement and is willing to perform such services for Client Name under the terms set forth below;

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality, and other matters addressed in this Agreement.

Scope of Work

Contractor Name shall perform the services described below in a professional, workmanlike manner consistent with industry standards. The scope described constitutes the primary obligations of Contractor Name under this Agreement; any material changes shall be made only by written amendment signed by both Parties.

Payment Terms

Client Name shall pay Contractor Name for the services performed under this Agreement in accordance with the terms set forth below. All amounts payable hereunder shall be in lawful currency and are exclusive of applicable taxes unless otherwise stated.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section. Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective date of termination.

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and such breach remains uncured for a period of 15 days following written notice specifying the nature of the breach. Termination shall not relieve either Party of obligations accrued prior to termination, including payment for services performed.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other, whether orally, in writing, or by any other means, 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 expressly includes business plans, customer lists, trade secrets, pricing, proprietary methods, and technical information.

The receiving Party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; (b) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. These obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Independent Contractor; Taxes

Contractor Name is an independent contractor and not an employee, agent, or partner of Client Name. Contractor Name is solely responsible for all federal, state, and local taxes, contributions, and withholdings with respect to amounts paid hereunder, and Client Name shall have no liability for such obligations.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of disputes arising under this Agreement.

Indemnification and Limitation of Liability

Each Party shall indemnify and hold harmless the other Party from and against any third-party claims, liabilities, damages, or expenses arising out of the indemnifying Party's gross negligence or willful misconduct in connection with the performance of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below, by hand delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

Entire Agreement; Amendments

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 negotiations, proposals, representations, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either Party to enforce any right or remedy under this Agreement shall not constitute a waiver of that or any other right or remedy.

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