Business WQT Document

Business WQT Document

This General Business Agreement (the Agreement) is made effective as of , by and between the parties identified below.

Recitals (WHEREAS)

WHEREAS, Client requires certain business services, consulting and deliverables described herein and Contractor represents that Contractor has the experience, personnel and resources to provide such services under the terms of this Agreement; and

WHEREAS, the parties desire to record the scope of services, payment terms, confidentiality obligations and other terms governing their relationship as set forth in this Agreement; and

WHEREAS, the parties intend that all deliverables, work product and related documentation produced pursuant to this Agreement shall be assigned and licensed as provided in this Agreement and used in accordance with the payment and confidentiality provisions herein.

Scope of Work

Contractor shall perform the services set forth above in a professional and workmanlike manner in accordance with industry standards and the schedule set by the parties. Any material change to the scope shall be in writing and signed by both parties; if additional compensation is required, such compensation shall be set forth in a written change order signed by both parties.

Payment Terms

Client shall pay Contractor in accordance with the following terms.

Unless otherwise agreed in writing, payments are due within thirty (30) days of receipt of an undisputed invoice. Late payments shall bear interest at the rate specified above or, if no rate is specified, at one and one-half percent (1.5%) per month, compounded monthly, in addition to any collection costs and reasonable attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing the number of days' prior written notice specified above. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days following written notice of such breach, or immediately for insolvency, bankruptcy filing or assignment for the benefit of creditors.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party (Discloser) to the other (Recipient) in any form that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial data, customer lists, trade secrets, formulas, processes and pricing.

Recipient shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets and attorney work product shall remain protected for as long as required by law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all work product, inventions, designs, improvements, documentation and deliverables created by Contractor specifically for Client under this Agreement (Work Product) shall be the exclusive property of Client upon full payment. Contractor hereby assigns to Client all right, title and interest in such Work Product. Contractor may retain ownership of any pre-existing intellectual property and tools used to perform the services, and Contractor grants Client a non-exclusive, royalty-free license to the extent necessary for Client's use of the Work Product.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement. Contractor warrants that the services will be performed in a professional manner consistent with industry standards. Contractor will indemnify, defend and hold harmless Client from and against any third-party claims arising out of Contractor's breach of representations, warranties, or infringement of third-party intellectual property rights, provided Client gives Contractor prompt written notice and reasonable assistance in the defense or settlement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction specified above, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments signed by the parties, 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 oral or written. No amendment or modification shall be binding unless in writing and executed by authorized representatives of both parties. A waiver of any provision or breach shall not constitute a waiver of any other provision or subsequent breach.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

Sign Now