Business NY Document

Business NY Document

This General Business Agreement ("Agreement") is made and entered into as of by and between Service Provider: with principal address , and Client: with principal address .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses the necessary personnel, skills and licenses to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. Scope of Work

2. Payment Terms

a) Compensation: Client shall pay Service Provider a total fee of (USD) for the services described above, subject to the schedule below.

b) Late Payment: Any undisputed amount not paid within days after the invoice due date shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less.

c) Expenses and Taxes: Client shall reimburse reasonable, pre-approved out-of-pocket expenses. All fees are exclusive of taxes; Client is responsible for any sales, use or other taxes imposed upon the transactions contemplated by this Agreement, except taxes based on Service Provider's net income.

3. Term and Termination

a) Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

b) Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

c) Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

a) Definition: "Confidential Information" means non-public information disclosed by a 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, financial information, trade secrets, and customer lists.

b) Obligations: Each receiving party shall (i) protect Confidential Information using the same standard of care it uses to protect its own confidential information but in no case less than reasonable care, (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, and (iii) use Confidential Information only to perform its obligations under this Agreement.

c) Exclusions: Confidential Information does not include information that is (i) publicly available through no act or omission of the receiving party, (ii) rightfully received from a third party without breach of an obligation of confidentiality, or (iii) independently developed by the receiving party without reference to the disclosing party's Confidential Information.

d) Return or Destruction: Upon expiration or termination of this Agreement, or upon the disclosing party's request, the receiving party shall promptly return or destroy all Confidential Information and certify in writing the completion of such return or destruction, except to the extent retention is required by law or retained in encrypted backup archives.

5. Representations; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider shall indemnify, defend and hold harmless Client from and against claims arising out of Service Provider's gross negligence or willful misconduct in the performance of services. Client shall indemnify, defend and hold harmless Service Provider from and against claims arising from Client's breach of this Agreement or Client-provided materials.

6. Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and a party's aggregate liability under this Agreement shall not exceed the fees paid by Client to Service Provider in the twelve (12) months preceding the claim giving rise to liability.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any action arising out of this Agreement.

8. Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Any amendment must be in writing and signed by both parties.

9. Notices

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture or employment relationship. No waiver of any breach shall be effective unless in writing and signed by the waiving party.

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