Business OOC Template

BUSINESS OOC TEMPLATE

This General Business Agreement (the Agreement) is entered into as of by and between (the "Company") and (the "Contractor"). Company and Contractor may each be referred to individually as a Party and collectively as the Parties.

Parties and Contact Information

WHEREAS

WHEREAS, Company desires to retain Contractor to perform certain services described in this Agreement and Contractor represents that it has the experience, qualifications, and capacity to perform such services in accordance with the terms herein.

WHEREAS, Contractor agrees to perform the services for consideration and subject to the covenants, representations, and warranties contained in this Agreement.

WHEREAS, the Parties intend by this Agreement to set forth the complete terms under which the Services will be provided and the Parties' respective rights and obligations.

1. SCOPE OF WORK

Contractor shall perform the services, deliverables, and other duties described below in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

In consideration of the performance of the Scope of Work, Company shall pay Contractor the fees and expenses as set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted by Contractor to Company in writing and will specify amounts due, dates, and supporting documentation. Unless otherwise agreed in writing, payment shall be due within days of receipt of a properly submitted invoice.

Any undisputed amount not paid when due shall accrue a late fee of per month (or the maximum rate permitted by law, if lower), plus reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until (the Term).

Either Party may terminate this Agreement without cause upon providing written notice to the other Party at least days prior to the effective date of termination.

Either Party may terminate immediately for cause if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receiving written notice of the breach.

4. CONFIDENTIALITY

"Confidential Information" means all nonpublic or proprietary information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) in any form, whether oral, written, electronic, or other, 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.

Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations under this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all work product, deliverables, inventions, and other materials conceived, developed, or delivered by Contractor under this Agreement shall be considered "Work Product" and are hereby assigned to Company. Contractor shall execute and deliver such instruments and take such actions as Company may reasonably request to perfect, maintain, or enforce Company's ownership rights.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that State for any disputes arising under this Agreement.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Contractor shall indemnify, defend and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any losses, damages, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence, willful misconduct, or breach of this Agreement. Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement (including all exhibits and documents incorporated by reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

9. MISCELLANEOUS

(a) Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

(b) Independent Contractor: Contractor is an independent contractor. Nothing in this Agreement creates an employment, partnership, or joint venture relationship between the Parties.

(c) Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate by notice in accordance with this section.

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