Business Nashstes Template

BUSINESS NASHSTES TEMPLATE

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

RECITALS

WHEREAS, Client requires certain business services and deliverables related to business operations, marketing, and project execution as further described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and capability to perform the services described herein and is willing to perform such services under the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be performed and the business relationship between them.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the Fees set forth below in consideration for the full and timely performance of the Services. All fees are payable in United States dollars unless otherwise agreed in writing.

Late payments shall bear interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Service Provider may suspend performance if any invoice remains unpaid after days' written notice and failure to cure.

TERM AND TERMINATION

The term of this Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will expire on End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination, and Service Provider shall deliver to Client any work product reasonably required to effect an orderly transition.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" shall mean non-public information disclosed by a party that is designated as confidential or that ought reasonably to be understood as confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is received from a third party having the right to disclose; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Upon written request or termination, the receiving party shall promptly return or destroy Confidential Information and certify such return or destruction.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for so long as the information qualifies as a trade secret under applicable law.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Service Provider shall be solely responsible for all taxes, insurance, benefits and other obligations arising from the compensation paid under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Sign Now