Business Global Template

Business Global Template

This Business Global Template (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Service Provider"). The Client and Service Provider are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, the Service Provider possesses expertise and resources to perform services and deliverables in the areas described herein and represents that it has the experience, personnel and facilities required to meet the requirements of this Agreement;

WHEREAS, the Client desires to retain the Service Provider to perform the services set forth in this Agreement on the terms and conditions provided herein; and

WHEREAS, the Parties intend that this Agreement establish the mutual rights, responsibilities and obligations governing the relationship between the Parties.

1. Scope of Work

1.2 The Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards. Unless otherwise set forth in the Scope of Work, the Service Provider shall provide all personnel, equipment and materials necessary to perform the services.

2. Payment Terms

Any amounts not paid when due shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law. The Client shall also reimburse the Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

3. Term and Termination

3.1 Term. This Agreement commences on Start Date: and, unless earlier terminated as provided herein, will terminate on End Date: .

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

3.4 Effect of Termination. Upon termination, the Service Provider shall deliver all work in progress and the Client shall pay for services performed and expenses reasonably incurred through the effective date of termination.

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public information disclosed by a 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 but not limited to business plans, technical data, pricing, personnel information and customer lists.

4.2 Obligations. Each Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

4.3 Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) was known to the receiving Party prior to disclosure by the disclosing Party, (c) is lawfully received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by the receiving Party without reference to Confidential Information.

4.4 Duration. The confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

5. Indemnification and Liability

5.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of this Agreement, negligence or willful misconduct.

5.2 Limitation of Liability. Except for liability arising from breach of confidentiality, gross negligence, willful misconduct or indemnification obligations, neither Party shall be liable to the other for incidental, consequential, special or punitive damages, and each Party's aggregate liability shall not exceed the total amount paid or payable under this Agreement in the twelve months preceding the claim.

6. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law provisions. The Parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration conducted in the selected jurisdiction in accordance with then-applicable arbitration rules.

7. Miscellaneous

7.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor by merger or sale of substantially all assets.

7.2 Notices. All notices under this Agreement shall be in writing and delivered to the Parties at their addresses set forth below or to such other address as a Party may specify in writing.

8. Entire Agreement

This Agreement, including any exhibits and the Scope of Work attached hereto, 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. Any amendment or modification of this Agreement must be in writing and signed by both Parties.

Execution

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the Party for whom they sign.

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