Business Fill Document

Business Fill Document

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , with principal address , and Provider Name: , with principal address .

RECITALS

WHEREAS, Client is engaged in the business of procuring goods and services for its operations and requires certain services described herein; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement and agrees to provide such services under the terms set forth below.

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, and other terms governing their relationship.

PARTIES AND CONTACTS

SCOPE OF WORK

Provider shall perform the services and deliverables described in this Scope of Work. The parties acknowledge that the specific tasks, deliverables, milestones, and acceptance criteria are material to this Agreement.

PAYMENT TERMS

In consideration for Provider's performance, Client shall pay Provider the fees set forth below. Fees are exclusive of taxes unless otherwise stated.

All undisputed invoices not paid within the period specified above shall bear the Late Payment Fee. Client may withhold payment only for bona fide disputes provided Client gives Provider written notice of dispute within fifteen (15) days of receipt of the invoice identifying the dispute with reasonable specificity.

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 providing written notice to the other party not less than days prior to termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach, or immediately upon insolvency of the other party.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (the "Discloser") except as required by law or as expressly permitted under this Agreement. "Confidential Information" includes non-public business information, technical data, trade secrets, customer lists, pricing, forecasts, and any information identified in writing as confidential.

Recipient shall use Confidential Information solely for the performance of its obligations under this Agreement, shall protect it with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and shall limit disclosure to those employees or contractors with a need to know who are bound by confidentiality obligations no less restrictive than this Agreement. Confidential Information does not include information that is or becomes publicly known other than through breach by Recipient, is lawfully received from a third party without confidentiality restriction, or is independently developed without use of Discloser's Confidential Information.

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 courts located in that state for disputes arising out of this Agreement.

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, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets provided the assignee assumes the assigning party's obligations. If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect.

Sign Now