Business Toolbox Template

Business Toolbox Template

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain business tools, consulting services and deliverables described herein to support its operations, and Provider has the expertise, personnel and resources to provide such services under the terms set forth below;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision, acceptance and payment for the services and deliverables;

WHEREAS, the parties intend that this Agreement serve as a comprehensive toolbox of deliverables, templates and procedures to be performed, delivered, licensed or otherwise made available by Provider to Client in accordance with the Scope of Work below.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider shall perform and deliver the services, tools and materials described in this Scope of Work. Provider agrees to exercise reasonable skill, care and professional judgment in the performance of services and to deliver the items identified as Deliverables in the timelines set forth herein.

PAYMENT TERMS

In consideration for the services and Deliverables, Client shall pay Provider in accordance with the following terms.

Provider shall submit itemized invoices in sufficient detail to permit Client to evaluate charges. Unless otherwise stated, all fees are exclusive of taxes; Client shall be responsible for applicable taxes arising from this Agreement.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above after receipt of written notice describing the breach in reasonable detail. Client may terminate for convenience upon providing the notice period set forth above, in which case Provider shall be entitled to payment for services performed and reasonable costs incurred through the effective date of termination.

Termination for cause: the parties acknowledge termination for willful misconduct, insolvency, or persistent material breach may be immediate.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by either party to the other in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall (a) protect Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the governing law jurisdiction selected above, without regard to conflicts of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation prior to initiating formal dispute resolution procedures.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations do not and will not violate any applicable law, regulation or agreement.

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