Business GL Docs

BUSINESS GL DOCS

Parties and Recitals

This General Business Agreement for Business GL Documents (the Agreement) is entered into by and between Client Name: and Service Provider Name: .

WHEREAS, Client requires the preparation, delivery, or review of general ledger documents, financial schedules, supporting workpapers, and related records (collectively, Business GL Documents); and

WHEREAS, Service Provider represents that it has the expertise and resources to prepare and furnish the Business GL Documents in accordance with the terms set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the preparation, delivery, confidentiality, ownership, and use of such Business GL Documents.

Effective Date and Identifiers

Effective Date:    Agreement Reference or PO #:

Scope of Work

Service Provider will perform the following services with respect to Business GL Documents. The scope below describes deliverables, standards, and any exclusions. Any changes to scope must be approved in writing by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables specified in the Scope of Work.

Invoices are due within days from invoice date. Late payments shall accrue interest at a rate of per month, or the maximum lawful rate if less. Client will also reimburse reasonable costs of collection, including attorneys' fees.

Delivery and Acceptance

Deliverables will be provided in the agreed electronic format or hard copy. Client shall inspect delivered Business GL Documents within days and notify Service Provider in writing of any non-conformity. If no timely notice is provided, deliverables shall be deemed accepted.

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 giving days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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, including financial records, general ledger data, and supporting workpapers.

Receiving Party shall (a) protect Confidential Information with at least 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 obligations under this Agreement; 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.

Confidentiality obligations shall survive termination for a period of years, except that obligations with respect to trade secrets shall survive as long as such information remains a trade secret under applicable law. Confidential Information does not include information that (i) is or becomes publicly known without breach, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and, to the extent practicable, an opportunity to seek protective measures.

Ownership and Use of Documents

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual license to use the delivered Business GL Documents for Client's internal business purposes. Service Provider retains ownership of its working papers, methodologies, and intellectual property not specifically prepared for Client. Client shall not distribute, publish, or resell the deliverables to third parties without Service Provider's prior written consent, except as required for Client's legal or regulatory obligations.

Representations and Warranties; Limitation of Liability

Each party represents that it has authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law and 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 to resolve disputes in good faith through negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration conducted in a mutually agreed location, except where injunctive relief is sought.

Compliance and Records

Each party shall comply with applicable laws and regulations in performing its obligations. Service Provider shall retain records related to the services for a period of years and shall make such records available to Client on reasonable request for the purpose of verifying performance or compliance.

Entire Agreement; Amendments

This Agreement, together with any appendices and written change orders signed by authorized representatives of both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment must be in writing and signed by both parties.

Notices

Miscellaneous Provisions

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 assets. If any provision is held invalid, the remainder shall remain in effect. The parties are independent contractors and nothing creates a partnership, joint venture, or agency relationship.

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