Business GEM Template

Business GEM Template

Parties

This General Business Agreement (the Agreement) is made effective as of , by and between , located at (hereinafter "Company"), and , located at (hereinafter "Provider").

Recitals

WHEREAS, Company desires to engage Provider to perform certain business-related services and deliverables as described herein; and

WHEREAS, Provider possesses the qualifications, experience and resources necessary to perform such services and will provide personnel, tools and management required to fulfill the Scope of Work; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows.

Scope of Work

Deliverables, acceptance criteria, milestones and reporting obligations shall be as set forth above and in any attachments executed by both parties. Any change in scope shall be documented in a written Change Order signed by authorized representatives of both parties and shall specify changes to fees, schedule and deliverables.

Payment Terms

Invoices are payable within days of receipt unless otherwise specified. Late payments shall incur a late fee equal to the greater of per month or a fixed fee of applied to overdue amounts.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, that is designated 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 is already known to the receiving party, is public through no fault of the receiving party, or is rightfully received from a third party without restriction.

The receiving party shall: (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) restrict disclosure to those employees, contractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) apply at least the same degree of care to protect Confidential Information as it applies to its own confidential information, but in no event less than reasonable care. Confidentiality obligations will survive termination for a period of years.

Intellectual Property & Deliverables

Unless otherwise agreed in writing, all deliverables, work product and inventions conceived or developed by Provider in performance of this Agreement shall be considered "work made for hire" and shall be the exclusive property of Company. Provider hereby assigns and agrees to assign to Company all right, title and interest in such deliverables and intellectual property worldwide.

Representations; Indemnity; Insurance

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Provider shall indemnify and hold harmless Company from claims arising out of Provider's negligence, willful misconduct, or breach of this Agreement. Provider shall maintain insurance customary for the services performed and provide certificates upon request.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration conducted in the county where Company maintains its principal place of business, in accordance with the rules of a recognized arbitration institution.

Entire Agreement; Amendment

This Agreement, together with any attachments and Change Orders executed by the parties, 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. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Severability; Waiver

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. Failure or delay by either party to exercise any right shall not operate as a waiver of that right.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures or scanned copies of original signatures shall be acceptable for all purposes.

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