Draft Business Document Template

Draft Business Document Template

Parties and Effective Date

This General Business Agreement (the Agreement) is made and entered into as of by and between:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth the scope, compensation, confidentiality obligations, and other material terms governing their relationship in a single written agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, receipt of which is acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider shall provide the services, deliverables, milestones, and performance standards described below. Service Provider shall perform the services in a professional manner consistent with industry standards and in compliance with all applicable laws and regulations.

2. Payment Terms

In consideration for the services performed by Service Provider, Client shall pay Service Provider as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Unless otherwise stated, invoices are due in accordance with the payment schedule. Unpaid amounts shall accrue interest at the rate specified above, or if no rate is specified, at the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees, to the extent permitted by law.

3. Term and Termination

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause upon material breach by the other party if such breach remains uncured for the notice period specified above. Either party may terminate without cause upon written notice to the other party in accordance with the notice period. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

4. Confidentiality

Each party (the Receiving Party) shall protect and keep confidential all non-public, confidential, or proprietary information disclosed by the other party (the Disclosing Party) in connection with this Agreement, including business plans, financial information, trade secrets, and technical data (collectively Confidential Information). The Receiving Party shall not use Confidential Information for any purpose other than performing its obligations hereunder and shall not disclose Confidential Information to any third party except to its employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Confidentiality obligations shall not apply to information that: (a) is or becomes generally known to the public through no wrongful act of the Receiving Party; (b) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; (c) was lawfully in the Receiving Party’s possession prior to disclosure; or (d) is required to be disclosed by law or valid legal process, provided that the Receiving Party gives prompt written notice to the Disclosing Party to allow it to seek protective relief.

5. Limitation of Liability

Except for liability arising from intentional misconduct, gross negligence, or breach of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special, punitive, or exemplary damages, including lost profits, regardless of whether such damages were foreseeable and whether the party was advised of the possibility of such damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the total amounts actually paid by Client to Service Provider under this Agreement in the six (6) months preceding the claim.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement, subject to any mandatory forum selection or arbitration provisions set forth herein.

7. Entire Agreement and Miscellaneous

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, or if reformation is not possible, such provision shall be severed and the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

8. Notices

All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices are effective upon personal delivery, one (1) business day after delivery to a recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, as applicable.

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