Business Noticias Template

BUSINESS NOTICIAS TEMPLATE

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

RECITALS

WHEREAS, Client requires professional services described herein to support Client's business communications and notices (the "Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the Services in a commercially reasonable and workmanlike manner in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the Services and related business notices, distribution, editorial control, and payment.

SCOPE OF WORK

Service Provider shall perform the Services described below. The Services shall include, without limitation, drafting, editing, preparing, and distributing business notices and related communications as agreed in writing by the parties.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the following terms. All fees are exclusive of taxes unless otherwise stated.

Service Provider shall submit itemized invoices specifying work performed, dates, and any reimbursable expenses. Client shall pay approved, undisputed invoices within the Payment Due period set forth above. In the event of a bona fide dispute with respect to an invoice, the undisputed portion shall be paid and the parties shall cooperate to resolve the disputed portion promptly.

TERM AND TERMINATION

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

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 set forth above. Either party may terminate for insolvency or cessation of business immediately upon 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

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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, including business plans, customer lists, and proprietary content used in notices.

The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information to the extent required by law or a valid order of a court or governmental body, provided that the Receiving Party gives the Disclosing Party prompt notice and reasonably cooperates in efforts to obtain confidential treatment or a protective order.

The parties agree that monetary damages may be an inadequate remedy for breach of confidentiality and that the Disclosing Party shall be entitled to seek injunctive and other equitable relief in addition to any available legal remedies.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the address of the receiving party set forth below or to such other address as either party may designate in writing.

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