Business PDF Package

BUSINESS PDF PACKAGE

This General Business Agreement (the Agreement) is made effective as of by and between Client Name: , with principal address , and Service Provider Name: , with principal address .

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services and deliverables as described in this Agreement; and

WHEREAS, Service Provider has represented that it possesses the necessary experience, qualifications and resources to perform the services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

Scope of Work

Service Provider will provide the services, deliverables, specifications and acceptance criteria described below. The parties acknowledge that the Scope of Work may be supplemented by written change orders executed by both parties.

Payment Terms

Client shall pay Service Provider for the services and deliverables in accordance with the fee structure and schedule set forth below. All amounts are payable in lawful currency.

Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law), compounded monthly, on any past-due amount from the due date until paid. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date and continue until completion of the Scope of Work or the End Date, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for work performed and costs incurred through the effective date of termination.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without breach of any obligation of confidentiality, or (c) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for the purposes of performing its obligations under this Agreement, (ii) restrict disclosure to those employees or contractors having a need to know and who are bound by confidentiality obligations at least as restrictive as those herein, and (iii) take reasonable measures to protect against unauthorized disclosure. Upon termination, the receiving party shall return or certify destruction of all Confidential Information in its possession, except as required by law to retain.

Representations; Warranties; Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider shall indemnify and hold harmless Client from and against claims arising out of Service Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify and hold harmless Service Provider from and against claims arising out of Client's misuse of deliverables or breach of this Agreement.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or a party's indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party 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) months preceding the claim.

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 agree to attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If unresolved, the parties may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits or change orders executed in writing 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted 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 written notice) and shall be deemed given upon personal delivery, one business day after deposit with a reputable overnight courier, or three business days after mailing by certified mail.

Additional Provisions

The parties acknowledge that each has read and understands this Agreement and agrees to be bound by its terms.

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