Business Smartfolio Template

Business Smartfolio Template

Parties and Recitals

This General Business Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS, Provider is engaged in the business of preparing, organizing and presenting business portfolios, case studies, and related presentation materials (collectively, "Smartfolio Services"); and

WHEREAS, Client desires to retain Provider to perform Smartfolio Services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Smartfolio prepared under this Agreement reflect Client's business strategy and proprietary information, and that each party's rights, obligations and remedies be defined herein.

Project Identification

Scope of Work

Provider will perform the services described below and deliverables will be produced in accordance with the schedule and acceptance criteria set forth in this section. Deliverables may include strategic summaries, slide decks, case studies, data visualizations, and supporting documentation as identified herein.

Payment Terms

Client shall pay Provider the fees described below in consideration for the performance of the Scope of Work. Unless expressly stated otherwise, fees are exclusive of taxes and reimbursable expenses.

All amounts unpaid after thirty (30) days from the invoice date shall accrue interest at the rate specified above and Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

Term and Termination

This Agreement commences on the Start Date identified below and continues until the End Date below, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Provider may suspend performance if Client fails to timely pay undisputed invoices and shall be entitled to additional fees for reinstatement of services.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

The parties agree to mutual confidentiality obligations with respect to Confidential Information.

The receiving party shall not disclose or use Confidential Information except as permitted to perform this Agreement. Confidential obligations survive termination for a period of three (3) years, unless a longer period is required for trade secrets or otherwise mandated by law.

Intellectual Property and Use Rights

Unless otherwise agreed in writing, Provider retains ownership of pre-existing materials, methodologies and templates used in providing the Smartfolio. Upon full payment, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any transfer of underlying source files or assignment of intellectual property must be documented in a separate written instrument and may require additional fees.

Representations, Warranties and Liability

Each party represents it has authority to enter this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES. LIABILITY OF EITHER PARTY FOR CLAIMS ARISING FROM THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT; IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be subject to binding arbitration or litigation as elected by the prevailing party.

Entire Agreement

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

Notices

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