Business Good Vibes Template

BUSINESS GOOD VIBES TEMPLATE

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

WHEREAS

WHEREAS, Provider offers professional goods and services designed to promote positive business experiences, brand culture, and client engagement; and

WHEREAS, Client desires to retain Provider to perform certain services in accordance with the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall exercise commercially reasonable efforts to meet any schedule set forth and shall perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the Services. All amounts are stated in United States dollars unless otherwise agreed in writing.

All payments due hereunder shall be paid without setoff or deduction. Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by a party relating to business operations, trade practices, pricing, client data, marketing strategies, creative concepts, or other proprietary information that, by its nature or the circumstances of disclosure, should be regarded as confidential. Each party shall: (a) hold in confidence and not disclose Confidential Information of the other party except as expressly permitted herein; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) take reasonable measures to prevent unauthorized disclosure, which measures shall be at least as protective as those it uses for its own confidential information.

The obligations under this Section shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A disclosure required by law or valid legal process shall not constitute a breach provided the receiving party promptly notifies the disclosing party and cooperates in any lawful effort to limit the disclosure.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Provider grants Client a nonexclusive, nontransferable license to use deliverables created by Provider under this Agreement for Client's internal business purposes. Provider retains ownership of Provider's preexisting intellectual property, methodologies, templates, and know-how. Any third-party materials incorporated into deliverables are subject to the applicable third-party licenses.

WARRANTY & LIMITATION OF LIABILITY

Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, two (2) business days after deposit with a nationally recognized courier, or three (3) business days after mailing by certified mail, return receipt requested.

GOVERNING LAW

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. Exclusive venue for any dispute arising out of this Agreement shall lie in the state or federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments explicitly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor of substantially all of such party's business by merger or sale of assets.

The parties each represent and warrant that they have the authority to enter into this Agreement and to perform their obligations hereunder.

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