Business GADI Document Template

BUSINESS GADI DOCUMENT TEMPLATE

This General Business Agreement ("Agreement") is entered into as of by and between Client Name: and Contractor Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain services as described in this Agreement and Contractor agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend to set forth the scope, payment terms, confidentiality obligations, and other terms governing their business relationship.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

PARTY CONTACT INFORMATION

SCOPE OF WORK

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. Details, milestones, and acceptance criteria must be set forth in writing and agreed by the Parties.

PAYMENT TERMS

In consideration for the Services, Client shall pay Contractor the fees and reimbursements described below. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client shall also reimburse Contractor for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and continues until 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 material breach if the breaching Party fails to cure such breach within days after written notice specifying the breach.

Upon termination, Client shall pay Contractor for all Services performed and expenses incurred through the effective date of termination, and Contractor shall deliver any work in progress to the extent Client has paid for such work.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by one Party to the other Party in connection with this Agreement, whether disclosed in writing, electronically, orally, or by inspection. The receiving Party shall: (a) hold Confidential Information in strict confidence and exercise at least the same degree of care to protect it as it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or permitted subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations hereunder shall survive termination or expiration of this Agreement for a period of years, except that trade secrets will be protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND ASSIGNMENT

Unless otherwise agreed in writing, Contractor grants Client a non-exclusive, perpetual, worldwide license to use deliverables created pursuant to this Agreement solely for Client's internal business purposes upon full payment. Contractor retains all rights to pre-existing materials. 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 or sale of all or substantially all of its assets.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify and hold harmless the other from third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from indemnification obligations, gross negligence, or willful misconduct, neither Party shall be liable for consequential, incidental, punitive or special damages. Aggregate liability shall not exceed amounts actually paid under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under or in connection with this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written appendices or statements of work signed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, proposals, understandings and agreements. No modification or waiver of any provision shall be effective unless in writing and signed by an authorized representative of each Party.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party designates in writing.

The Parties each represent and warrant that: (a) they have the full right and authority to enter into this Agreement; (b) the person signing below is authorized to bind the Party; and (c) performance of this Agreement will not violate any applicable law or contractual obligation.

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