ChildNet Business Document Template

ChildNet Business Agreement

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 operates and manages business operations under the name ChildNet and requires certain services to support its operations; and

WHEREAS, Service Provider possesses the professional expertise, personnel, and resources to provide the services described herein and is willing to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services and deliverables described in the Scope of Work below. The Scope of Work sets forth detailed tasks, milestones, deliverables, acceptance criteria, and any specific personnel assigned to the engagement.

2. Payment Terms

Client shall pay Service Provider for the services performed in accordance with the terms below. All amounts are in U.S. dollars unless otherwise specified.

Late payments shall accrue a late fee equal to per month on the outstanding balance, or the maximum amount permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect past due amounts.

3. 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 upon written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other in connection with this Agreement, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Service Provider shall: (a) hold Confidential Information in strict confidence; (b) not disclose such information to any third party except to those employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (ii) was in the receiving party's possession prior to receipt from the disclosing party; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

5. Independent Contractor; Insurance; Indemnity

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship. Service Provider shall be solely responsible for payment of all payroll taxes and benefits for its personnel. Service Provider shall maintain commercially reasonable insurance coverages appropriate to the services performed.

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct.

6. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, or for breaches of confidentiality or indemnity obligations, neither party shall be liable to the other for consequential, incidental, indirect, punitive, or special damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the amounts actually paid or payable by Client to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the appropriate state and federal courts located in that State for any action arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, including any attachments, exhibits, and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, courier, or email with confirmation. Notices are effective upon receipt.

10. Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. 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. The parties acknowledge that monetary damages would be an insufficient remedy for breach of confidentiality and that equitable relief, including injunctive relief, may be sought.

Execution

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date set forth above.

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