Business INV Document

BUSINESS INV DOCUMENT

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

WHEREAS

WHEREAS, the Client engages the Service Provider to perform business services described herein for the purpose of improving the Client's commercial operations and invoicing processes; and

WHEREAS, the Service Provider represents that it possesses the necessary expertise, personnel, and resources to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the scope of work, payment, confidentiality, and other material provisions in a binding Agreement.

1. SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below. The parties agree that the description is a material part of this Agreement and that any material changes shall be subject to written amendment signed by both parties.

2. PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Service Provider the fees set forth below in accordance with the schedule. All fees are exclusive of applicable taxes which shall be the responsibility of the Client unless otherwise agreed in writing.

Any invoice not paid within days of the invoice date shall accrue a late fee of on the outstanding balance, compounded monthly, or the maximum permitted by applicable law, whichever is less.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice at least Notice Period: days prior to the effective termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

4. CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated 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) maintain the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely for performance of this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without obligation of confidentiality.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. The Service Provider represents that the services will be performed in a professional and workmanlike manner in accordance with industry standards. Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party's cooperation and mitigation of damages.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may designate by written notice to the other.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction to resolve any disputes arising out of or related to this Agreement.

9. ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits mutually 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, 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.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

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