Business Dynamic Templates

BUSINESS DYNAMIC TEMPLATES — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made and entered into on by and between: Provider Name: (hereinafter "Provider"), and Client Name: (hereinafter "Client").

RECITALS

WHEREAS, Provider is engaged in the business of creating, maintaining and delivering business templates, documentation and related services and has expertise and resources necessary to provide such services to Client;

WHEREAS, Client desires to retain Provider to prepare, adapt and deliver configurable business templates and ancillary services as described herein, and Provider is willing to perform such services on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the services, deliverables and compensation described below.

SCOPE OF WORK

Provider shall provide the services described above in a professional and workmanlike manner consistent with industry standards. Any material change in the Scope of Work shall require a written amendment signed by both parties.

PAYMENT TERMS

Invoices shall be issued by Provider in accordance with the Payment Schedule set forth above. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of receipt of invoice.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs for overdue amounts.

TERM AND TERMINATION

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the number of days set forth above. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Provider and Client agree to hold Confidential Information in strict confidence and to use it solely for the purposes of performing this Agreement. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth in this Agreement.

Confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure by the disclosing party without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or request, the receiving party shall return or destroy all tangible confidential materials and certify destruction if requested.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a separate written instrument, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, tools, methodologies and template frameworks used in connection with the Services. Provider grants Client a non-exclusive, non-transferable license to use the delivered templates for Client's internal business purposes, subject to full payment of all fees and compliance with this Agreement. Client shall not reproduce, sublicense, sell or publish Provider's proprietary templates without Provider's prior written consent.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT OR LOST BUSINESS OPPORTUNITY. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below, without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between Provider and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that they have read and understand this Agreement and that it is the complete and exclusive statement of the agreement between them.

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