Business GTP Document

Business GTP Document

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

Effective Date:

WHEREAS

WHEREAS, Client requires certain business, technology and process services described herein; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to provide such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision and payment for the services described in this Agreement.

1. SCOPE OF WORK

Provider shall perform the services, deliverables and related work described below (collectively, the "Services"). Provider shall perform the Services in a professional manner consistent with industry standards.

2. PAYMENT TERMS

Compensation for the Services shall be as set forth in this Section. Client shall pay Provider the amounts and according to the schedule below. All payments are due in United States dollars unless otherwise agreed in writing.

Provider will submit invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Disputed amounts shall be raised in writing within that period and the undisputed portion shall be paid when due.

Any amount not paid when due shall incur a late fee of per month on the outstanding balance, or the maximum lawful rate if lower. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

3. TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Upon termination, Client shall pay Provider for Services performed through the effective date of termination and for any non-cancellable obligations properly incurred by Provider.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party except as required to perform the Services or as required by law, and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care.

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 so long as they qualify as trade secret under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing intellectual property and tools. Deliverables created by Provider specifically for Client under this Agreement and paid in full shall be deemed "Work Product" and ownership shall transfer to Client upon receipt of final payment; provided, however, that Provider shall retain a perpetual, non-exclusive, royalty-free license to any residual ideas, concepts, know-how and methodologies embedded in such Work Product.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. INSURANCE; EXPENSES

Provider shall maintain commercial general liability and professional liability insurance in commercially reasonable amounts. Upon request, Provider will provide certificates evidencing such coverage.

8. TAXES

Each party shall be responsible for its own taxes arising from the performance of this Agreement. Client shall be responsible for any sales, use or value-added taxes assessed with respect to amounts payable to Provider, unless Client provides Provider with a valid exemption certificate.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules and statements of work attached hereto or referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a transfer of substantially all of its business assets.

All notices required or permitted 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 by notice to the other in accordance with this Section.

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