Business Whiteboards Template

Business Whiteboards Template

Effective Date:

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

WHEREAS

WHEREAS, Client desires to engage Service Provider to provide business whiteboard strategy, creative direction, and deliverable assets described herein, and Service Provider has represented that it has the expertise and resources to perform such services;

WHEREAS, the parties wish to set forth the terms under which Service Provider will perform the Scope of Work and Client will compensate Service Provider as set forth in this Agreement;

WHEREAS, the parties intend that deliverables produced under this Agreement be used by Client for internal and external business communications in accordance with the terms of this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of USD for the services and deliverables set forth in the Scope of Work.

Payment Schedule: Payments shall be made according to the following schedule: . Invoices submitted by Service Provider are due within days of invoice date.

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law), plus any collection costs, from the invoice due date until paid in full.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Notices shall be delivered as provided in the Notices section.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred prior to termination.

CONFIDENTIALITY

Definition and Protection: "Confidential Information" means non-public, proprietary, or commercially sensitive information of a party disclosed to the other party in connection with this Agreement, whether disclosed orally or in writing. The receiving party shall (a) hold all Confidential Information in strict confidence, (b) not disclose it to any third party except as expressly permitted in this Agreement, and (c) use it solely for the performance or enforcement of this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was in the receiving party's possession prior to disclosure, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is rightfully obtained from a third party without confidentiality restrictions.

INTELLECTUAL PROPERTY

Ownership of Preexisting IP: Each party retains all right, title, and interest in and to its preexisting intellectual property and materials.

Deliverables and Assignment: Unless otherwise agreed in writing, upon full payment of fees due under this Agreement, Service Provider assigns to Client all right, title, and interest in the final deliverables specifically created for Client hereunder. Service Provider retains the right to use general skills, ideas, and know-how for other clients so long as no Confidential Information or Client-owned deliverables are disclosed or used without Client's consent.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

WARRANTIES; REPRESENTATIONS

Mutual Representations: Each party represents and warrants that it has the authority to enter into this Agreement and that performance of its obligations will not violate the rights of any third party. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information below for each party. Notice is effective upon receipt when delivered personally, by certified mail (return receipt requested), or by other commercial carrier.

GOVERNING LAW; ENTIRE AGREEMENT

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules.

Entire Agreement: This Agreement, including any exhibits or attachments incorporated by reference, 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. Any amendment or modification must be in writing signed by both parties.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a sale of substantially all of its business or assets to which this Agreement relates.

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