Business ET24049 Template

BUSINESS ET24049 TEMPLATE

This General Business Agreement (Agreement) is entered into effective as of Effective Date: by and between Client Name: and Contractor Name: (each a Party and together the Parties).

WHEREAS

WHEREAS, Client engages in the business of providing goods and/or services and desires to retain Contractor to perform certain services as set forth herein; and

WHEREAS, Contractor represents that it has the experience, personnel, and capability to perform the services described in this Agreement and is willing to provide such services to Client on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:

1. SCOPE OF WORK

2. PAYMENT TERMS

All invoices are due and payable within days of Client's receipt of a proper invoice, unless otherwise agreed in writing. Client shall pay undisputed amounts in accordance with the payment schedule set forth above.

In addition to any late fee, Contractor may suspend performance if undisputed invoices remain unpaid for more than days after notice. Client is responsible for all reasonable costs of collection, including attorneys' fees and court costs.

3. TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party of not less than days. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice of the breach.

Termination shall not relieve Client of its obligation to pay Contractor for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) 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 includes, without limitation, business plans, financial information, customer lists, pricing, trade secrets, technical data, and any work product.

The Receiving Party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) use Confidential Information solely for the performance of its obligations under this Agreement.

The obligations of confidentiality shall continue for a period of years from the date of disclosure, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law. Confidential Information does not include information that is (i) publicly known through no fault of the Receiving Party, (ii) rightfully received from a third party without restriction, (iii) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) required to be disclosed by law or court order (subject to prompt notice to the Disclosing Party where lawful so that protective relief may be sought).

5. REPRESENTATIONS, WARRANTIES & INDEPENDENT CONTRACTOR STATUS

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Contractor is an independent contractor and not an employee, agent, partner or joint venturer of Client. Contractor shall be solely responsible for payment of all compensation, taxes, withholdings and benefits for its personnel.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither Party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either Party for claims arising out of or relating to this Agreement shall not exceed the total amount paid by Client to Contractor under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

7. 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 resolution of disputes.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits and schedules attached hereto and any written amendments executed by the Parties, 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. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.

9. MISCELLANEOUS

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

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality or proprietary rights provisions of this Agreement and that the Disclosing Party shall be entitled to injunctive or other equitable relief to prevent or curtail any actual or threatened breach without the requirement of posting a bond.

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