Business Generator Template

Business Generator Template

Parties and Effective Date

This Agreement is entered into as of (the Effective Date) by and between:

Recitals

WHEREAS, Client desires to retain Provider to generate business opportunities, leads, and related outreach activities as further described herein; and

WHEREAS, Provider represents that it has the personnel, experience, and capability to perform the services contemplated by this Agreement in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

Scope of Work

Provider shall perform the services described below (the Services). Provider shall use commercially reasonable efforts and qualified personnel to deliver the Services in accordance with applicable industry standards.

Payment Terms

As consideration for the Services, Client shall pay Provider as set forth below. All fees are exclusive of taxes unless otherwise required by law.

Late payments shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by law. In addition to interest, Client shall be responsible for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

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 that is not cured within thirty (30) days after written notice of such breach. Termination shall not relieve Client of obligation to pay for Services rendered and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public business, technical and financial information disclosed by one party (Discloser) to the other (Recipient) 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.

Recipient shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall continue for a period of years from the date of disclosure, except that trade secrets shall remain protected for so long as they remain trade secrets under applicable law. Exclusions: information that is (i) already known to Recipient; (ii) publicly available through no breach by Recipient; (iii) independently developed; or (iv) rightfully received from a third party without breach.

Intellectual Property

Unless otherwise agreed in writing, Client shall retain ownership of its pre-existing intellectual property. Provider shall retain ownership of Provider's pre-existing intellectual property and any methodologies, know-how or tools used to perform the Services. Deliverables specifically created for Client and paid for in full shall be assigned to Client to the extent assignment is effective; Provider shall execute documents reasonably necessary to effect such assignment.

Limitation of Liability

EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, recognized overnight carrier, 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 its conflicts of law principles. The parties agree to first attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in the agreed jurisdiction, or such other forum as the parties may agree in writing.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Sign Now