Business Document World Remnant

BUSINESS DOCUMENT WORLD REMNANT

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages in the business of procurement, distribution and resale of certain commercial goods and services and desires to retain Provider to perform certain services described herein; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the services on the terms set forth in this Agreement and agrees to perform such services for Client under the terms and conditions contained herein; and

WHEREAS, the parties desire to set forth in writing the scope, payment, term and confidentiality obligations related to the services to be provided.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. The description below constitutes the primary performance obligations of Provider under this Agreement:

PAYMENT TERMS

Contract Price: USD $ . Payment shall be made in accordance with the schedule below and subject to the invoicing procedures and acceptance criteria set forth in this Agreement.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the rate of compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement upon written notice delivered to the other party not less than days prior to the intended termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Provider shall deliver all work-in-progress and any work product for which Client has paid. Termination shall not relieve either party of payment obligations accrued prior to termination or of obligations that by their nature survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, visually, or in writing, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances, including business plans, pricing, technical data, and customer lists.

Obligations: The Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure of Confidential Information to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect the confidentiality of Confidential Information, not less than those it uses to protect its own confidential materials.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates with the Disclosing Party to seek a protective order.

WORK PRODUCT AND INTELLECTUAL PROPERTY

Ownership: Except as otherwise agreed in writing, all work product, deliverables and materials created by Provider specifically for Client under this Agreement ("Work Product") shall be deemed "work made for hire" and, upon full payment, all right, title and interest in such Work Product will vest in Client. Provider retains ownership of its pre-existing materials and tools and grants Client a non-exclusive, royalty-free license to any Provider pre-existing materials incorporated in the Work Product solely to the extent required for Client's use of the Work Product.

WARRANTIES; LIMITATION OF LIABILITY

Warranties: Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards for a period of ninety (90) days following delivery. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 any disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, together with any exhibits and statements of work attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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 that Client may assign this Agreement in connection with a sale of all or substantially all of its assets or equity.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

Sign Now