Business Document ZipHQ

Business Document ZipHQ

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

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain business services as set forth in this Agreement, and Provider represents that it has the qualifications, experience and ability to provide such services in accordance with the terms herein.

WHEREAS, the parties wish to establish the terms and conditions under which Provider will perform services for Client and be compensated therefor, all as set forth in this Agreement.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider shall perform the services and deliverables described below (Services) in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

As full compensation for the Services, Client shall pay Provider the amounts and on the schedule set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience 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 if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, 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 does not include information that is (i) already known to the recipient without restriction on use or disclosure, (ii) becomes generally available to the public through no act or omission of the recipient, or (iii) is independently developed by the recipient without reference to the discloser's Confidential Information.

The receiving party shall: (a) hold Confidential Information in strict confidence and protect it with at least the same degree of care as it protects its own confidential information; (b) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations in this Confidentiality section survive termination of this Agreement and shall remain in effect for the Confidentiality Period specified above. The parties agree that any breach of these confidentiality obligations will cause irreparable harm for which monetary damages may be inadequate and that injunctive relief is an appropriate remedy in addition to any other available remedies.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all rights, title and interest in pre-existing intellectual property and tools used or developed by Provider outside the scope of this Agreement. Client shall receive a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment of amounts due. Any transfer of intellectual property rights shall be by express written assignment signed by both parties.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents that it has the right and authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Provider is responsible for all taxes and benefits related to Provider's performance hereunder.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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. Any amendment or modification must be in writing and signed by both parties.

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