Business Template Q31314

Business Template Q31314 — General Business Agreement

This General Business Agreement ("Agreement") is made effective as of by and between:

Client Name:

Client Address:

Service Provider Name:

Provider Address:

Recitals

WHEREAS, Client requires certain professional services and deliverables described herein, and Provider represents that it has the experience, personnel, and capability to provide such services on the terms set forth in this Agreement; and

WHEREAS, Client and Provider desire to set forth their mutual rights and obligations with respect to the provision of such services through this Agreement.

Scope of Work

Provider shall perform the services and deliver the work products as described below. Provider shall use commercially reasonable efforts, qualified personnel, and industry-standard practices in performing the services.

Payment Terms

Client shall pay Provider for services performed in accordance with the schedule and amounts set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

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 following written notice. Termination for convenience by either party requires compliance with the notice period and payment for all work performed through the effective date of termination.

Confidentiality

"Confidential Information" means any 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 receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted by this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations survive termination for a period of three (3) years unless otherwise required by law. Notwithstanding the foregoing, Confidential Information does not include information that is or becomes publicly available without breach, was lawfully known by the receiving party prior to disclosure, or is developed independently by the receiving party without use of Confidential Information.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING 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 conflicts of law principles.

Entire Agreement; Amendment

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets without consent. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. Notices required under this Agreement shall be given in writing to the addresses set forth above or to such other address as either party may specify in writing.

Representations and Authority

Each party represents and warrants that: (a) it has full corporate or organizational power and authority to enter into this Agreement; (b) the person executing this Agreement on its behalf is authorized to do so; and (c) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

Sign Now