Business DP Template

BUSINESS DP TEMPLATE

This General Business Agreement (the Agreement) is entered into effective as of between (Party A) with a principal place of business at , and (Party B) with a principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services, products or business development processes and has resources, personnel, and expertise relevant to the project described below; and

WHEREAS, Party B desires to retain Party A to perform the services described in this Agreement and Party A agrees to provide such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Party A shall perform the services and deliverables described below (collectively, the Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

In consideration for the Services, Party B shall pay Party A in accordance with the terms below. All fees are due in United States dollars unless otherwise agreed in writing.

All undisputed invoices not paid within days of receipt shall accrue the late fee set forth above. Party A may suspend Services if undisputed amounts remain unpaid thirty (30) days after notice of delinquency.

3. TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, will continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach.

Upon termination, Party B shall pay Party A for Services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law, and Payment shall survive termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information of a party disclosed in connection with this Agreement including, without limitation, business plans, financial data, customer lists, technical data, designs, trade secrets, and any materials marked confidential or that a reasonable person would understand to be confidential.

Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed 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 to seek a protective order or other appropriate remedy.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

5. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Party A represents that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

6. INSURANCE

During the term of this Agreement, each party shall maintain insurance coverage customary for its business activities and sufficient to cover its obligations hereunder. Upon request, a party shall provide evidence of insurance to the other party.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as a party may designate by written notice).

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

9. ENTIRE AGREEMENT

This Agreement, including all schedules and attachments, 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. Any amendments must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

The parties acknowledge that they have read and understand this Agreement and voluntarily accept its terms.

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