Business Lift Best Document

BUSINESS LIFT BEST DOCUMENT

This General Business Agreement (the Agreement) is made effective as of by and between Client Name: , with primary address , and Service Provider Name: , with primary address .

RECITALS

WHEREAS, the Client desires to engage the Provider to perform certain business development, advisory, operational lift, and related services as further described herein; and

WHEREAS, the Provider represents that it has the experience, personnel, and capability to provide the services set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions governing the provision of those services.

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be submitted by the Provider to the Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, payments not received within the agreed payment period shall incur the Late Payment Fee specified above. The Client is responsible for any collection costs, including reasonable attorney fees, for overdue amounts.

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 written notice to the other party delivered at least the number of days set forth above. Termination for material breach by either party shall be effective upon written notice if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve the Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, whether oral, written, graphic, or electronic, 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 using at least the same degree of care as it uses with its own confidential information but not less than reasonable care; (b) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all deliverables, work product, inventions, designs, reports, documentation, and other materials prepared, developed or conceived by the Provider specifically for the Client under this Agreement (collectively, Deliverables) shall be deemed "work made for hire" and ownership shall vest in the Client upon full payment. The Provider retains ownership of pre-existing intellectual property and tools used to perform the Services, provided that the Provider grants the Client a nonexclusive, royalty-free license to use such pre-existing materials only as incorporated in the Deliverables.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that jurisdiction for any dispute arising out of or related to this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for any claims arising out of or related to this Agreement shall not exceed the total amount paid by the Client to the Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. Any modification or waiver of any provision of this Agreement must be in a writing signed by both parties.

NOTICES

MISCELLANEOUS

The parties are independent contractors, and nothing in this Agreement shall be construed to create an employment, partnership, or joint venture relationship between them. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of control, provided the assignee assumes all obligations hereunder.

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