Business WM Template

BUSINESS WM TEMPLATE

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

RECITALS

WHEREAS, Client desires to engage Contractor to perform the services described herein and Contractor represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties intend that the relationship created by this Agreement shall be that of independent contractor and not employer-employee, and that Contractor shall have sole responsibility for manner and means of performance subject to the specifications set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms under which Contractor will provide services to Client and the compensation payable for such services.

SCOPE OF WORK

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with prevailing industry standards. The Scope of Work shall include deliverables, milestones, acceptance criteria and any applicable performance standards.

PAYMENT TERMS

In consideration for the services performed by Contractor, Client shall pay Contractor the fees set forth below. All fees are payable in United States dollars and are exclusive of taxes unless otherwise stated.

Client shall pay undisputed invoices within the number of days set forth above from the date of Client's receipt of an invoice. Disputes to a portion of an invoice shall be notified in writing within ten (10) days of receipt; undisputed portions are due in accordance with this Agreement.

Any late payments shall accrue interest at the rate set forth above, calculated monthly on the outstanding balance. Payment obligations shall survive termination to the extent charges were incurred prior to termination.

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 by providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Contractor shall deliver to Client any completed deliverables and an invoice for services performed through the effective date of termination. Client shall pay Contractor for all undisputed work performed and approved expenses through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, client lists, pricing, trade secrets, financial information, and technical data.

The Receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as necessary to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's possession prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for incidental, consequential, special or punitive damages. The parties' aggregate liability for any claim arising out of or in connection with this Agreement shall not exceed the total amount paid or payable to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall first attempt to resolve disputes in good faith by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in accordance with commercially reasonable arbitration rules, with judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attached exhibits or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings, whether written or oral. No amendment or modification 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. The parties acknowledge that each has had the opportunity to review this Agreement with counsel and that any rule of construction that ambiguities are to be construed against the drafter shall not apply.

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices shall be effective upon receipt.

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