Business Terms and Conditions GTC

BUSINESS TERMS AND CONDITIONS GTC

This Business Terms and Conditions (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal address , and Client Name: with principal address .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing services and solutions as described herein and represents that it has the skills, personnel, and experience necessary to perform the services specified; and

WHEREAS, Client desires to retain Service Provider to perform the services under the terms and conditions set forth in this Agreement and Service Provider is willing to provide such services on those terms; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope shall be documented in a written change order signed by authorized representatives of both parties. Timeframes stated are estimates and are subject to adjustment for Client dependencies and force majeure events.

PAYMENT TERMS

Service Provider will submit invoices in accordance with the payment schedule. Client shall pay all undisputed invoices within the period specified in Payment Schedule. All amounts payable under this Agreement are exclusive of taxes; Client shall be responsible for applicable taxes, excluding taxes based on Service Provider's net income.

If any undisputed amount is not paid when due, Service Provider may suspend performance until payment is received and shall be entitled to interest on overdue amounts as set forth above and to recover collection costs, including reasonable attorneys' fees.

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 prior written notice of Notice Period (days):

Either party may terminate for material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) use Confidential Information solely for the purpose of performing under this Agreement; (b) restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but not less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement by the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is obtained from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information if required by law or valid order of a court or governmental authority, provided that the receiving party gives prompt written notice to the disclosing party and cooperates, at the disclosing party's expense, in any lawful effort to limit or contest such disclosure.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from willful misconduct, gross negligence, or a breach of confidentiality, neither party's aggregate liability for direct damages arising out of or related to this Agreement shall exceed the total amounts paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

Client shall indemnify and hold Service Provider harmless from and against claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or Client's use of the deliverables in violation of the terms herein, except to the extent such claims arise from Service Provider's gross negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to its conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties consent to the exclusive jurisdiction of the state and federal courts located in the named jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including any Schedules or Change Orders executed by the parties, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral.

Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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