Business Q2 Template

Business Q2 Template

This General Business Agreement ("Agreement") is made as of by and between Client Name: with a principal place of business at and Service Provider Name: with a principal place of business at .

RECITALS

WHEREAS, Client wishes to engage Provider to perform the business services and deliverables for the second quarter (Q2) described in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to provide the Services in a professional manner and agrees to perform such Services in accordance with the terms and conditions set forth herein.

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

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the total compensation set forth below in consideration for the Services rendered under this Agreement.

One-time upon invoice; Monthly installments; Quarterly installments; Per milestone deliverable

All fees are exclusive of applicable taxes. Unless otherwise agreed in writing, Client is responsible for all sales, use or other taxes arising from payments to Provider. Provider shall submit itemized invoices in accordance with the selected payment schedule.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within the notice period specified above. Termination for convenience by either party requires the providing of written notice equal to the notice period above. Upon termination, Client shall pay Provider for Services performed through the effective date of termination and for any non-cancellable obligations properly incurred.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) not disclose Confidential Information to any third party except 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 herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Provider is solely responsible for payment of its employees, subcontractors, and all applicable employment-related taxes and benefits.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets.

Remedies: Except as otherwise provided, remedies provided in this Agreement are cumulative and in addition to remedies available at law or in equity. The parties agree that monetary damages may be inadequate to remedy certain breaches of confidentiality and that injunctive relief may be appropriate.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and exhibits expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. Any amendment or waiver 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 below (or to such other address as either party may designate by notice). Notices shall be deemed delivered upon personal delivery, one business day after deposit with an overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

AUTHORITY AND CERTIFICATION

Each signatory below certifies that they have the full right, power and authority to enter into this Agreement on behalf of the party for whom they sign, that all corporate or other authorizations necessary for execution and delivery have been obtained, and that this Agreement constitutes a valid and binding obligation of that party enforceable in accordance with its terms.

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