Business Griggs Document

BUSINESS GRIGGS DOCUMENT

Parties and Recitals

This General Business Agreement (the Agreement) is entered into as of (Effective Date), by and between , with a principal business address at (hereinafter "Provider"), and , with a principal business address at (hereinafter "Client").

WHEREAS, Provider represents that it has the skill, experience, personnel, and resources necessary to perform the services described herein; and

WHEREAS, Client desires to engage Provider to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, Provider and Client agree as follows.

Scope of Work

Payment Terms

As consideration for the services rendered, Client shall pay Provider the amounts and on the schedule set forth below. All payments are non-refundable except as expressly provided in this Agreement.

Late payments shall incur a late fee of on unpaid balances thirty (30) days past due, calculated monthly and compounded to the fullest extent permitted by law. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Provider to recover overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach that is not cured within fifteen (15) days following written notice of such breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether oral or written, 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. Each party shall (i) use Confidential Information solely to perform its obligations under this Agreement and (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. This obligation shall not apply to information that: (a) is or becomes publicly known through no wrongful act of the recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by the recipient without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid process, provided the recipient gives prompt notice to the disclosing party to allow it to seek protective measures.

Representations and Warranties; Indemnification

Each party represents that it has the authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify, defend and hold harmless Provider from any third-party claims arising from Client's breach of this Agreement or Client-provided materials, except to the extent caused by Provider's gross negligence or willful misconduct.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, and each party's aggregate liability shall not exceed the total amount paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties shall attempt to resolve disputes in good faith through negotiation for a period of thirty (30) days prior to initiating litigation. If the parties cannot resolve the dispute through negotiation, either party may pursue any remedy available at law or equity in the appropriate state or federal court located in the chosen jurisdiction.

Entire Agreement; Amendment

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

Assignment and Relationship of Parties

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice shall be deemed given upon personal delivery, one (1) business day after dispatch by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered.

Additional Provisions

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