Business FT Document

BUSINESS FT DOCUMENT

This General Business Agreement (the "Agreement") is entered into as of by and between:

Service Provider Name: , Business Address:

Client Name: , Business Address:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services and has represented that it possesses the skills, experience, and resources necessary to perform the services described in this Agreement; and

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

WHEREAS, the parties intend that this Agreement establish the respective rights, duties, and obligations of the parties with respect to the services to be provided.

1. SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any change to the scope of services shall be documented in a written change order signed by authorized representatives of both parties and shall include any adjustment to fees and schedule.

2. PAYMENT TERMS

If any undisputed amount due under this Agreement is not paid within days following the due date, Client shall pay a late fee of on the outstanding balance until paid in full. The parties agree that such late fee is reasonable and not a penalty.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless terminated earlier 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.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("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 excludes information that: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice and cooperates with the Disclosing Party to seek protective measures.

The Receiving Party shall protect Confidential Information using 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 not use Confidential Information for any purpose other than performing its obligations under this Agreement.

5. INTELLECTUAL PROPERTY; DELIVERY

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, nontransferable right to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains all ownership rights, title, and interest in and to Service Provider's preexisting materials, tools, methodologies, and intellectual property. To the extent deliverables incorporate Service Provider preexisting materials, Service Provider grants a perpetual, royalty-free license to Client to use such preexisting materials solely as incorporated in the deliverables.

6. REPRESENTATIONS; INDEMNITY; LIMITATION OF LIABILITY

Each party represents that it has authority to enter into this Agreement and to perform its obligations hereunder. Client agrees to indemnify and hold harmless Service Provider from third-party claims arising from Client's content, specifications, or unauthorized use of deliverables. Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, and aggregate liability shall be limited to the amounts actually paid to Service Provider under this Agreement in the 12 months preceding the claim.

7. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of law principles. The parties shall use good faith efforts to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved in the courts located in the chosen jurisdiction, and each party consents to exclusive jurisdiction and venue there.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as either party may designate in writing, and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.

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