Business GRF Template

Business GRF Template

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

WHEREAS

WHEREAS, Client engages Service Provider to perform the services described in this Agreement and Service Provider has represented that it possesses the skill, experience, and personnel necessary to perform those services in a competent and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services, the compensation to be paid to Service Provider, and the respective rights and obligations of the parties.

Scope of Work

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall bear interest at the rate of or the maximum rate permitted by applicable law, whichever is less. In addition to interest, Service Provider may suspend performance if payments are more than days overdue following written notice.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon giving the other party written notice at least days prior to the effective date of termination. Termination for Cause: Either party may terminate immediately upon material breach by the other party that remains uncured for a period of 30 days after written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to business plans, financial data, customer lists, pricing, technical information, and proprietary processes.

Obligations: Receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known without breach of this Agreement by receiving party; (ii) was known by receiving party prior to disclosure as evidenced by written records; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by receiving party without use of Confidential Information.

Representations, Warranties, and Liability

Each party represents and warrants that it has the authority to enter into this Agreement and perform its obligations. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, NO OTHER WARRANTIES ARE MADE, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE EXTENT PERMITTED BY LAW.

Limitation of Liability: 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. The aggregate liability of either party for any claim arising out of or in connection with this Agreement shall not exceed the amount paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may specify in writing.

Governing Law and Dispute Resolution

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.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within 30 days, the parties agree to submit the dispute to binding arbitration conducted by a single neutral arbitrator in a mutually agreed location, unless otherwise agreed in writing.

Entire Agreement; Amendment; Assignment

Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party; provided, however, that Service Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the original intent of the parties.

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