Business FE Template

Business FE Template

Parties

This General Business Agreement ("Agreement") is entered into effective as of by and between , located at (Service Provider), and , located at (Client).

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional goods and services and possesses the expertise, personnel, and resources necessary to perform the work described below; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

The Service Provider shall perform the services set forth above in a professional manner, consistent with industry standards, and shall provide all labor, materials, equipment, and supervision necessary for completion unless otherwise agreed in writing.

Payment Terms

Client agrees to pay Service Provider the total amount of USD for performance of the Scope of Work. Payment shall be made pursuant to the following schedule:

Any undisputed invoice not paid within days of receipt shall accrue interest at a rate of % per month (or the maximum lawful rate), and a minimum late charge of USD shall apply to any past-due balance. Client shall also reimburse reasonable collection costs, including attorneys' fees, incurred in the enforcement of payment obligations.

Term and Termination

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice of such breach. Upon termination, Client shall pay Service Provider for all services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written, electronic or otherwise, 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. Each party agrees (a) to hold Confidential Information of the other party in strict confidence, (b) not to disclose such Confidential Information to any third party except as expressly permitted herein, and (c) to use such Confidential Information solely to perform its obligations under this Agreement.

The obligations of confidentiality shall not apply to information that (i) was already known to the receiving party without obligation of confidentiality, (ii) is or becomes publicly available through no wrongful act of the receiving party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Upon termination of this Agreement, each party shall return or destroy the other party's Confidential Information and certify in writing that it has done so.

Representations; Indemnity

Each party represents that it has the power and authority to enter into this Agreement. Service Provider shall perform services in a professional manner and shall indemnify, defend and hold harmless Client from and against third-party claims arising from Service Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify, defend and hold harmless Service Provider from claims arising from Client's misuse of deliverables or breach of this Agreement.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for any indirect, incidental, special, consequential or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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 shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with the rules mutually agreed by the parties.

Entire Agreement; Amendments

This Agreement, together with any attached exhibits or schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

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