Business Scroll Template

BUSINESS SCROLL TEMPLATE

This General Business Agreement (the Agreement) is entered into as of between Company Name: with principal address and Counterparty Name: with principal address .

RECITALS

WHEREAS, Company Name is engaged in the business of providing commercial goods and/or professional services and desires to obtain certain services from Counterparty Name under the terms set forth herein;

WHEREAS, Counterparty Name represents that it has the requisite experience, personnel, and capacity to perform the services described in this Agreement and is willing to provide such services to Company Name on the terms set forth below;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Services shall be performed in accordance with the specifications set forth in the Description of Services above and any written statements of work agreed in writing by the parties. Counterparty Name shall furnish all labor, materials, equipment, and supervision necessary to perform the services unless otherwise agreed in writing.

2. PAYMENT TERMS

Unless otherwise agreed, invoices are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law. In addition, a late payment fee of may be assessed for each invoice past due.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of days following written notice of such breach. Termination shall not relieve either party of obligations accrued prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) use such Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to its employees, agents, or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

The foregoing obligations do not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided that the receiving party gives prompt written notice to the disclosing party to allow it to seek protective relief.

The confidentiality obligations shall survive termination of this Agreement for a period of unless a longer period is required by law.

5. REPRESENTATIONS AND WARRANTIES; INDEMNITY

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Counterparty Name represents that services will be performed in a professional and workmanlike manner in accordance with industry standards.

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnitee's gross negligence or willful misconduct or material breach of this Agreement.

6. LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, indemnification obligations, or willful misconduct, neither party shall be liable for indirect, incidental, special, or consequential damages. Each party's aggregate liability for direct damages arising out of this Agreement shall not exceed the total fees paid by Company Name to Counterparty Name under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

7. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

8. 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 state and federal courts located in that State for any action arising out of this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

10. MISCELLANEOUS

Notices required under this Agreement shall be sent to the contact addresses set forth below. If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of such right.

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