Business GFA Template

Business General Framework Agreement (GFA)

This General Framework Agreement (the Agreement) is made as of Effective Date: by and between: Party A: Address: ; and Party B: Address: .

RECITALS

WHEREAS, Party A is engaged in the business of providing goods and/or services described herein and possesses certain resources, personnel and expertise necessary to perform the activities contemplated by this Agreement; and

WHEREAS, Party B seeks to retain Party A to provide such goods and/or services under the terms and conditions set forth in this Agreement, and the parties desire to set forth the general terms governing their relationship in this Framework Agreement.

WHEREAS, the parties intend that this Agreement will govern each specific Statement of Work or Purchase Order issued hereunder that references this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee (aggregate for the term of this Agreement): (currency agreed by the parties). Payment shall be made in accordance with the schedule set forth below.

Invoices issued by Party A shall be payable within days of receipt, unless otherwise agreed in a written Statement of Work. Payments shall be made by bank transfer or other method agreed in writing.

Late payment fee: overdue amounts shall bear interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, the non-paying party shall be responsible for reasonable costs of collection, including legal fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no less than days prior to the effective termination date.

Termination for cause: either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, provided that certain breaches (including failure to pay undisputed amounts) may be cured within ten (10) days.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence all non-public information disclosed by the other party (Disclosing Party) 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"). Confidential Information includes but is not limited to business plans, technical data, trade secrets, pricing, customer lists and other proprietary information.

The Receiving Party shall not disclose, publish or disseminate Confidential Information to any third party and shall only use such Confidential Information as necessary to perform its obligations under this Agreement. The obligations in this Section do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to receipt; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, each Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify in writing the destruction or return upon request.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in a Statement of Work, intellectual property rights in pre-existing materials of each party shall remain vested in that party. To the extent any new Deliverables are created specifically for Party B under this Agreement, Party A hereby grants to Party B a perpetual, worldwide, non-exclusive license to use, reproduce and modify such Deliverables for Party B's internal business purposes, subject to payment in full and any restrictions set forth in the applicable Statement of Work.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages. Aggregate liability under this Agreement shall not exceed the total fees paid or payable to Party A under the Statement of Work giving rise to the claim during the twelve (12) months preceding the event.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with all Statements of Work and attachments incorporated by reference, 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 written or oral. No amendment, modification or waiver of any provision shall be effective unless in a writing signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing. Notices shall be deemed given when delivered personally, by confirmed courier, or three (3) days after deposit in certified mail.

Sign Now