Business Millenia Document

Business Millenia Document

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services and solutions substantially described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth herein, and Service Provider is willing to perform such services under the terms and conditions contained in this Agreement.

WHEREAS, the parties intend for this Agreement to define the scope, payment, confidentiality, and other material terms governing their relationship.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. The parties acknowledge that the description below controls where in conflict with any other attachment.

PAYMENT TERMS

In consideration for the performance of the services described above, Client shall pay Service Provider as set forth in this section.

Late payments shall bear interest at the lesser of (i) a rate of or (ii) the maximum rate permitted by applicable law. In addition, Client will reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately for material breach if such breach is not cured within 15 days after written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (a "Recipient") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (a "Discloser"). "Confidential Information" means non-public information disclosed in writing, orally, or by inspection that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the Recipient's possession prior to disclosure by the Discloser; (c) is received by Recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to the Discloser's Confidential Information.

Recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall take reasonable measures to protect such Confidential Information, including at least those measures it uses to protect its own confidential information of a similar nature. Recipient may disclose Confidential Information to the extent compelled by law, provided Recipient gives the Discloser prompt written notice and only discloses what is legally required.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law provisions. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county of for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, and attachments expressly incorporated herein, 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

Indemnification: Each party shall indemnify and hold the other harmless from and against any third-party claims arising out of its gross negligence or willful misconduct in connection with the performance of this Agreement, subject to applicable limitations of liability.

Limitation of Liability: Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, and total aggregate liability shall be limited to the amounts actually paid by Client to Service Provider under this Agreement during the 12 months preceding the claim.

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