Business Form PDF

BUSINESS FORM PDF

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between the parties identified below.

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform such services for Client, including scope, compensation, confidentiality and the parties' respective obligations.

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

SCOPE OF WORK

Service Provider shall provide the services and deliverables as described below. The parties may modify the Scope of Work only by written amendment signed by both parties.

PAYMENT TERMS

In consideration for the services performed, Client shall pay Service Provider the compensation set forth below in accordance with the schedule and conditions specified. All amounts are expressed in lawful currency.

Invoices will be issued in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Overdue amounts shall accrue interest at a rate of percent per month (or the maximum rate permitted by law, if lower), plus reasonable collection costs.

Unless otherwise agreed in writing, payments shall be made by electronic transfer, check, or other method agreed by the parties. Any payment disputes must be submitted in writing within the invoice payment term; undisputed portions remain payable.

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 days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Service Provider for all services performed and expenses reasonably incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

Each party acknowledges that it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents or subcontractors having a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is publicly known, rightfully received from a third party without restriction, independently developed without use of Confidential Information, or required to be disclosed by law, provided that the disclosing party is given prior notice and permitted to seek protective relief.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct, except to the extent caused by the indemnitee's own negligence or willful misconduct.

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 law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, 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 will be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the address set forth above for each party or to such other address as either party may designate by written notice to the other. Notices are effective upon delivery if delivered personally, by nationally recognized overnight courier, or three business days after deposit in the U.S. mail if sent by certified mail, return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of any breach shall not constitute a waiver of any other breach. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship.

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