Business MRL Template

BUSINESS MRL TEMPLATE

This General Business Agreement ("Agreement") is entered into as of between , a company with its principal place of business at ("Provider"), and , with its principal place of business at ("Client").

WHEREAS

WHEREAS, Provider is engaged in the business of providing services and solutions as described below and has agreed to provide such services to Client in accordance with the terms of this Agreement; and

WHEREAS, Client desires to engage Provider to perform certain services and deliverables under the scope set forth in this Agreement, and Provider is willing to perform such services subject to the terms and conditions herein.

Scope of Work

Provider shall perform the services and deliverables described below. Provider will execute the work with reasonable skill, diligence, and in accordance with prevailing industry standards.

Payment Terms

In consideration for the Services, Client shall pay Provider the fees and expenses set forth in this section. All monetary amounts are stated in United States dollars unless otherwise indicated.

Term and Termination

This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. In the event of termination, Client shall pay Provider for all work performed and expenses incurred through the effective date of termination, subject to any mutually-agreed setoffs for unremedied breaches.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other in any form 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. Confidential Information includes, without limitation, pricing, business plans, technical specifications, software, source code, algorithms, and customer information.

The receiving party shall (i) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall not apply to information which: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the receiving party prior to disclosure by the disclosing party; (c) becomes available to the receiving party from a third party not subject to a confidentiality obligation; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The parties acknowledge that monetary damages may be insufficient to remedy an actual or threatened breach of this Section and that the disclosing party shall be entitled to seek specific performance, injunctive relief, and any other remedies available at law or in equity, in addition to any other rights and remedies.

Notices

All notices under this Agreement shall be in writing and delivered to the address below for each party, and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. Provider represents that the Services will be performed in a professional manner consistent with general industry standards. Client shall indemnify, defend and hold Provider harmless from any third-party claims arising from Client-provided specifications, materials, or content, except to the extent caused by Provider's gross negligence or willful misconduct.

Governing Law

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

Entire Agreement; Amendment

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous proposals, negotiations, and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Survival

The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to confidentiality, indemnification, payment, and governing law clauses.

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