Business Tech Systems Template

Business Tech Systems Template

This General Business Agreement ("Agreement") is entered into as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Company operates a business that requires the design, implementation, integration, maintenance and support of technology systems, technical infrastructure and software solutions (collectively, "Technology Services"); and

WHEREAS, Provider represents that it has the requisite professional skill, personnel and experience to provide the Technology Services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the Technology Services and Company will compensate Provider.

Scope of Work

Provider shall perform the services, tasks and deliverables identified below and such related services as are reasonably necessary for completion of the deliverables (collectively, the "Services"). Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Company shall pay Provider for the Services as set forth below. Fees and payment obligations are exclusive of applicable taxes unless otherwise stated. Provider shall submit invoices in reasonable detail describing the Services performed and deliverables provided.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice specifying the breach. Termination shall not relieve the parties of obligations accrued prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not use or disclose any Confidential Information of the other party (the "Disclosing Party") except as required to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical, financial and operational information disclosed by the Disclosing Party that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed without use of the Disclosing Party's Confidential Information, or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and, where possible, cooperates to seek confidential treatment or protective order.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider grants to Company a non-exclusive, perpetual, worldwide license to use, reproduce and modify all Work Product delivered under this Agreement for Company's internal business purposes. Provider shall retain ownership of Provider's pre-existing tools, methodologies and know-how used in performance of the Services.

Representations, Warranties and Indemnification

Each party represents that it has full power and authority to enter into this Agreement. Provider represents that it will perform the Services in a professional manner consistent with generally accepted industry standards. Provider agrees to indemnify and hold Company harmless from any third-party claims resulting from Provider's breach of its representations or infringement of third-party intellectual property rights, except to the extent such claims arise from Company's use of the Work Product in violation of this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, a party's breach of confidentiality or indemnification obligations, or claims for indemnity under this Agreement, neither party shall be liable to the other for indirect, incidental, special or consequential damages, and each party's aggregate liability shall be limited to the total fees paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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 first attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, the parties may pursue any legal remedy available in the courts of the chosen jurisdiction.

Entire Agreement; Amendment

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings and communications. This Agreement may be amended only by a written instrument signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations herein. Provider is an independent contractor and not an agent or employee of Company for any purpose.

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