Business Services ingleby

Business Services ingleby

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

Recitals

WHEREAS, Client engages Service Provider to perform certain business services described in this Agreement, and Service Provider has the expertise and capacity to perform such services on the terms set forth herein;

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, term, and other material provisions governing the performance of services to avoid ambiguity and to protect the parties' respective interests;

WHEREAS, the parties intend that the relationship created by this Agreement is that of independent contractor and not that of employer-employee, joint venture, or agent, and Service Provider shall retain control over the manner and means of performing the services except as otherwise expressly provided in this Agreement.

Scope of Work

Service Provider shall perform the services described below and any additional work as mutually agreed in writing. Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Service Provider the fees and reimburse legitimate expenses as set forth below. All amounts are stated in the applicable currency agreed by the parties and do not include taxes unless otherwise specified.

If any undisputed amount payable hereunder is not paid within days after the due date, interest shall accrue at the lesser of % per month or the maximum lawful rate, plus a one-time administrative late charge of .

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 days prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) use the Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this Section shall not apply to information that: (i) is or becomes generally available to the public other than through a breach by the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which confidentiality shall continue so long as the information remains a trade secret under applicable law.

Representations; Independent Contractor

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Service Provider is an independent contractor and shall be solely responsible for all taxes, withholdings, benefits and other employer obligations with respect to its personnel.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, special, incidental, punitive or consequential damages, and aggregate liability under this Agreement shall be limited to the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 laws principles.

Entire Agreement

This Agreement, including all exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in effect. The parties agree to attempt in good faith to resolve disputes arising under this Agreement before commencing litigation.

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