Business RGX Template

Business RGX Template

This General Business Agreement (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Company engages in the business of providing business services and desires to retain Contractor to perform certain services as described below; and

WHEREAS, Contractor represents that it has the expertise, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform services for Company.

Scope of Work

Contractor shall perform the services and deliverables described below in accordance with the terms of this Agreement. All work shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for Contractor's performance, Company shall pay Contractor the fees set forth below in accordance with the schedule. All fees are exclusive of applicable taxes unless expressly stated otherwise.

Payment is due within days of invoice unless otherwise agreed in writing. Invoices shall itemize services provided and hours, if applicable.

Late payments shall incur interest at a rate of % per month, or the maximum rate permitted by applicable law, whichever is lower. A minimum late payment charge of may apply.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach.

Confidentiality

Each party acknowledges that during the performance of this Agreement 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 under the circumstances. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without restriction.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and work product created by Contractor pursuant to this Agreement shall be deemed "work made for hire" and ownership shall vest in Company upon full payment. Contractor hereby assigns to Company all right, title, and interest in and to such work product and shall execute such instruments as reasonably requested to perfect such rights.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party and its officers, directors, employees, and agents from and against claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, special, 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 choice of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for any disputes arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or modification of this Agreement 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 shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses specified above or such other address as a party may designate by notice to the other.

Miscellaneous

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect.

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