Business GFC Template

Business GFC Template

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: located at and Client Name: located at .

Recitals

WHEREAS, Service Provider is engaged in the business of providing the services and deliverables described in this Agreement and has represented that it possesses the skills, expertise and personnel necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform the services under the terms and conditions set forth herein, and Service Provider agrees to provide such services in accordance with this Agreement; and

WHEREAS, the parties intend that this Agreement establish the scope, payment terms, confidentiality obligations and other material terms governing their business relationship.

Scope of Work

Payment Terms

Total Fee (USD):   Deposit Amount:

Invoicing Frequency:   Payment Terms: Net days from invoice date.

Late Fee: A late fee equal to per month (or the maximum permitted by law, if less) will be applied to overdue amounts. Client will also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to recover past due amounts.

Term and Termination

Term Commencement Date: . Term Expiration Date (if any): .

Either party may terminate this Agreement without cause 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 days after receipt of written notice specifying the breach.

Upon termination, Client will pay Service Provider for all services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments made on Client's behalf.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by either party to the other in written, electronic or oral form that is designated as confidential or that, under the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully known to the recipient prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of the discloser's Confidential Information.

The receiving party will: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Required disclosures under law are permitted only after providing prompt notice and limiting disclosure to the extent reasonably necessary.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. Service Provider retains ownership of its pre-existing materials and general skills, know-how and methodologies. To the extent any deliverable contains Service Provider's pre-existing materials, Service Provider grants Client a perpetual royalty-free license to use such materials solely as embedded in the deliverable.

Indemnification and Limitation of Liability

Each party will indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the specified jurisdiction for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. No amendment or waiver will be effective unless in writing signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Notices must be in writing and delivered to the addresses provided in this Agreement or as otherwise updated in writing.

Representative Contact Information

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