Business Frontend Template

Business Frontend Template

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

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to obtain frontend design, development, and deployment services for its web and application interfaces; and

WHEREAS, Service Provider possesses the technical expertise and resources to perform the services described herein and is willing to perform such services pursuant to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Deliverables, as used in this Agreement, shall mean the tangible or digital outputs described in the Scope of Work and shall conform to the acceptance criteria set forth in this Agreement or in associated statement(s) of work.

Payment Terms

Total Fee:

Invoices are due within days of receipt. Late payments shall incur interest at the lesser of the maximum rate permitted by law or per month on the unpaid balance, plus any collection costs and reasonable attorneys' fees.

All payments shall be made in United States Dollars unless otherwise agreed in writing. Client shall pay all applicable taxes arising from the transactions contemplated herein, excluding taxes on Service Provider's net income.

Term and Termination

Commencement Date: . Termination Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination and for any irrevocable commitments made prior to termination.

Confidentiality

Each party (Receiving Party) shall hold in confidence and not disclose any Confidential Information of the other party (Disclosing Party) except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business, technical, product, and financial information disclosed in any form. Confidential Information does not include information that: (a) is or becomes publicly known through no breach; (b) is lawfully received from a third party; (c) is independently developed without use of the other's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice to allow the Disclosing Party to seek protective relief.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they retain trade secret status.

Intellectual Property

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title, and interest in the final deliverables created specifically for Client under this Agreement, upon full payment of all amounts due. Service Provider retains ownership of pre-existing tools, libraries, and general know-how. To the extent deliverables incorporate Service Provider's proprietary materials, Service Provider grants Client a non-exclusive, perpetual license to use such materials solely as embedded in the deliverables.

Warranties; Limitation of Liability

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, ALL SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES. NOTWITHSTANDING THE FOREGOING, A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

Notices shall be sent to the addresses listed above or to such other address as either party designates by written notice. Primary contact for Client: , Email: .

Primary contact for Service Provider: , Email: .

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes amicably prior to initiating litigation.

Entire Agreement; Amendment

This Agreement, including all exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties and supersedes all prior negotiations and representations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Assignment; Subcontracting

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may engage subcontractors provided Service Provider remains responsible for the performance of its obligations hereunder.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

Signatures

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