Business Packet Sample

Business Packet Sample — General Business Agreement

Parties

Client Name:     Client Address:

Service Provider Name:     Provider Address:

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider has represented that it possesses the competence and resources to perform such services;

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided effective as of (the Effective Date).

WHEREAS, the parties intend that this Agreement constitute the entire written understanding between them concerning the services and payment described herein.

Scope of Work

Service Provider shall perform the services with reasonable care, skill and diligence in accordance with industry standards and the schedule set forth in the Scope of Work. Any material changes to scope shall be documented in writing and signed by both parties prior to commencement.

Payment Terms

All payments are due in accordance with the Payment Schedule. Service Provider shall invoice Client in accordance with the Payment Schedule. If any undisputed portion of an invoice is not paid when due, interest shall accrue at the rate specified in the Late Payment field above or, if no rate is specified, at the lesser of 1.5% per month or the maximum lawful rate. Client shall not withhold payment for disputed amounts so long as the parties proceed promptly to resolve the dispute.

Term and Termination

Term Commencement: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately for material breach where such breach remains uncured for a period of thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means all information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known to the public through no wrongful act of the receiving party; (b) was lawfully known by the receiving party prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party’s Confidential Information.

The receiving party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) limit disclosure of Confidential Information to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

Notwithstanding the foregoing, a receiving party may disclose Confidential Information to the extent compelled by law, regulation or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful attempt to limit the disclosure.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of the indemnifying party’s gross negligence or willful misconduct in performance under this Agreement. Except for liability arising from a party’s gross negligence, willful misconduct or breach of the confidentiality obligations herein, neither party shall be liable for incidental, consequential or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed below by hand, overnight courier, or certified mail (return receipt requested), or by email if followed by hard copy delivery:

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, either party may pursue any available remedy in a court of competent jurisdiction in the selected state.

Entire Agreement; Amendments

This Agreement, including any exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver shall be effective unless in a writing signed by both parties.

Miscellaneous

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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