Business GSM Template

Business GSM Template

Parties and Recitals

This General Business Agreement ("Agreement") is made effective as of by and between:

WHEREAS, Client Name: seeks to engage Contractor to perform certain professional services described herein; and

WHEREAS, Contractor Name: represents that it has the experience, personnel and capability to perform the services on the terms set forth in this Agreement.

Scope of Work

Contractor shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The scope may be amended only by a written Change Order signed by authorized representatives of both parties.

Payment Terms

As full compensation for the services rendered under this Agreement, Client shall pay Contractor in accordance with the terms set forth below.

Invoices shall be submitted to the payor at the address provided below and are due within days of receipt unless otherwise agreed in writing.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Client shall pay a late fee of and collection costs reasonably incurred by Contractor.

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 days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or other form, 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.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those hereunder, and (c) use Confidential Information only to perform its obligations under this Agreement. The foregoing obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

Upon termination or expiration, the receiving party shall promptly return or destroy Confidential Information and certify its disposition upon request. The obligations of confidentiality shall survive termination for a period of three (3) years, except for trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

Notices

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 its conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration administered in the governing state in accordance with the applicable arbitration rules then in effect, unless the parties mutually agree to litigation.

Representations; Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement have been duly authorized by all necessary corporate or other action.

Entire Agreement; Amendment

This Agreement, including any exhibits or change orders executed by the parties, 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment; Independent Contractor

Contractor is an independent contractor and not an employee, agent or partner of Client. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign receivables or rights to payment.

Survival

Provisions that by their nature survive termination or expiration of this Agreement, including Confidentiality, Payment, Governing Law, and Indemnification (if any), shall so survive.

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