Business LA Document

BUSINESS LA DOCUMENT

Parties and Effective Date

This General Business Agreement (the Agreement) is made and entered into as of by and between:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain services related to the business operations of Client, and Service Provider represents that it has the experience, personnel, and resources to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide the services and Client will compensate Service Provider;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Deliverables, milestones, and acceptance criteria shall be as described in the Description of Services above. Any change to scope that materially alters cost or schedule requires prior written change order executed by both parties.

Payment Terms

Invoices shall be payable within days of invoice receipt. Late payments shall accrue interest at on the outstanding balance, or the maximum rate permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, for overdue amounts.

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 to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice. Termination does not relieve Client of its obligation to pay for Services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party, and shall use only to perform its obligations under this Agreement, all Confidential Information disclosed by the other party (the Disclosing Party). Confidential Information includes nonpublic business, financial, technical, product, customer, and marketing information, whether disclosed orally, in writing, or by inspection. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice and cooperates with any protective order.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title, and interest in and to deliverables created specifically for Client under this Agreement, subject to Client's timely payment of all amounts due. Service Provider retains ownership of its preexisting materials, methodologies, tools, and general know-how. The parties will execute such further documents as may be necessary to evidence or effectuate such assignment.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising from its gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration in the county specified by the governing law, with judgment on the award entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

Notices

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