Business Template Karnebogen

Business Template Karnebogen

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Service Provider"). Each of Client and Service Provider may be referred to individually as a "Party" or collectively as the "Parties."

WHEREAS Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business, consulting and operational services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to provide the services described herein and is willing to provide such services to Client pursuant to the terms of this Agreement.

WHEREAS, the Parties wish to set forth their respective rights and obligations in writing.

Scope of Work

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones and acceptance criteria, if any, shall be as set forth in the Description of Services or in separately agreed written statements of work executed by the Parties.

Payment Terms

All amounts are exclusive of taxes. Client shall pay undisputed invoices according to the schedule above. If Client disputes any portion of an invoice, Client shall provide written notice of dispute within ten (10) days and the Parties shall promptly meet to resolve the dispute; undisputed amounts shall remain payable.

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 providing written notice at least days prior to the effective termination date. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination in accordance with the Payment Terms.

Confidentiality

"Confidential Information" means any non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party") in any form 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. Confidential Information includes business plans, financial information, trade secrets, technical data, and customer information.

The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by written confidentiality obligations no less restrictive than those in this Agreement; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information and certify in writing the return or destruction of such materials.

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. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that State, and the Parties hereby submit to the jurisdiction of such courts.

Entire Agreement

This Agreement (including any exhibits, schedules and statements of work executed hereunder) 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 of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Miscellaneous

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure by either Party to enforce any right shall not be deemed a waiver of that right.

The Parties acknowledge that monetary damages may be insufficient to remedy a breach of the confidentiality or proprietary rights provisions of this Agreement, and therefore the non-breaching Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies.

Sign Now