Business TNG Template

Business TNG Template

This Business Transaction and General Services Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to engage Provider to perform certain services and deliverables as set forth in this Agreement; and

WHEREAS, Provider represents that it has the necessary experience, qualifications and personnel to perform the services described below; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will provide such services and Client will compensate Provider.

Parties and Notices

Scope of Work

Provider shall perform the work described below and any additional tasks as agreed in writing by the parties. Provider shall furnish all labor, materials, equipment and supervision necessary to complete the Services in a professional and workmanlike manner in accordance with accepted industry standards.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the Services. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Invoices shall be rendered in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt.

Late payments shall accrue interest at a rate of on the outstanding balance or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the Completion Date unless earlier terminated as provided herein.

Effective Date:   Completion Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure within after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in performing under this Agreement it may have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) use Confidential Information only to perform its obligations hereunder; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as necessary to perform this Agreement or as required by law (provided the receiving party gives prompt notice to the disclosing party when permitted).

Representations; Warranties; Indemnity

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider warrants that its services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Provider shall indemnify and hold harmless Client from third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services. Client shall indemnify Provider for Client's breach of this Agreement and misuse of Provider deliverables.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, 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 OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If negotiation fails, the parties may pursue any remedies available at law or in equity.

Entire Agreement; Amendment

This Agreement, including any exhibits, schedules, and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets without consent.

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