Business PRO Template

Business PRO Template

RECITALS

This General Business Agreement ("Agreement") is entered into by and between Client Name: , located at , and Service Provider: , located at .

WHEREAS, Client desires to engage Service Provider to perform professional services as further described below; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform such services under the terms and conditions set forth in this Agreement.

PARTIES

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") in accordance with the standards of the profession and the timelines specified. The Services shall include, at minimum, the tasks, deliverables, milestones, and acceptance criteria stated by the parties.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the performance of the Services. All fees exclude applicable taxes unless otherwise specified. Payment shall be made in lawful U.S. currency unless otherwise agreed in writing.

Invoices shall be rendered in writing and are due within the number of days specified in the payment schedule. If Client disputes any portion of an invoice, Client shall notify Service Provider in writing within ten (10) days of receipt and pay undisputed amounts in accordance with the payment schedule.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and reasonably cooperate with Client to effect an orderly wind-down. Client shall pay for Services performed and expenses incurred through the effective date of termination, subject to any offsets for undisputed claims.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that the Receiving Party should reasonably understand to be confidential ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure as demonstrated by written records; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations of confidentiality shall survive termination for a period of years, except with respect to trade secrets, for which the Receiving Party's obligations shall continue so long as such information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, all work products, deliverables, and related intellectual property created specifically for Client under this Agreement shall be deemed "Work Product" and shall be the sole and exclusive property of Client upon full payment of all fees. Service Provider hereby assigns to Client all right, title, and interest in and to such Work Product, subject to Service Provider's pre-existing general know-how and tools.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, or punitive damages.

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 law principles. Exclusive jurisdiction and venue for any action arising out of or relating to this Agreement shall be the state or federal courts located in that State, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral. No amendment or waiver shall be effective unless 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 in writing, and shall be deemed given when delivered personally, sent by confirmed overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS PROVISIONS

The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, or employment relationship. If any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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