Business REW Template

BUSINESS REW TEMPLATE

This General Business Agreement ("Agreement") is made effective as of by and between:

PARTIES

RECITALS

WHEREAS, Client Name: desires to obtain certain business services in connection with real estate, energy, or workflow (collectively, "Services"); and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and resources necessary to perform such Services under the terms set forth herein; and

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

SCOPE OF WORK

Service Provider shall perform the Services described in accordance with the terms of this Agreement. Detailed specifications, deliverables, milestones, and acceptance criteria are set forth below:

PAYMENT TERMS

In consideration of the Services, Client agrees to pay Service Provider the fees set forth below in accordance with this Payment Terms section.

Invoices are payable within days of receipt, unless otherwise agreed in writing. Overdue amounts shall accrue interest at the lesser of (i) the maximum rate permitted by law, or (ii) % per month, compounded monthly. In addition, Client will be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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 by providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice describing the breach. Termination does not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given its nature. Each recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted by this Agreement.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of the recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the recipient without use of Confidential Information; or (iv) is required to be disclosed by law, provided the recipient gives prompt written notice and cooperates in any lawful efforts to limit or contest the disclosure. The obligations in this Confidentiality section shall survive termination for a period of following termination.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in intellectual property created prior to or outside the scope of the Services. Work product developed specifically for Client pursuant to this Agreement will be owned by Client upon full payment, subject to Service Provider's retained rights in pre-existing materials and general know-how. Parties will execute assignments as reasonably necessary to perfect ownership rights.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing. Notice is effective upon receipt if delivered personally, by nationally recognized overnight courier, or by confirmed electronic transmission; if sent by mail, notice is effective three business days after deposit in the mail.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties shall seek in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located within the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous communications, proposals, and agreements, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or 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 party, except to a successor in interest in connection with a merger or sale of substantially all assets. Headings are for convenience only and do not affect interpretation.

SIGNATURES

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