Fillable LOD Smart Fields Template

Fillable LOD Smart Fields Template

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

WHEREAS

WHEREAS, Client Name: desires to retain the Service Provider to perform the services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources necessary to provide such services under the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below (Scope of Work). The Scope of Work shall include deliverables, milestones, specifications, and acceptance criteria.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work.

Invoices shall be submitted to Client and are payable within days of receipt unless otherwise specified. Late payments shall accrue interest at a rate of per month or the maximum rate permitted by law, whichever is lower.

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 providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately upon material breach by the other party if the breach is not cured within days after written notice of such breach.

Upon termination for any reason, Service Provider shall deliver to Client all work in progress and completed deliverables and Client shall pay Service Provider for services performed through the effective date of termination in accordance with the Payment Terms.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other, whether in oral, written, electronic or other form, including business plans, technical data, pricing, customer lists, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the disclosing party's Confidential Information.

Receiving party shall hold Confidential Information in strict confidence, restrict disclosure to its employees and contractors who have a need to know, and not use such information for any purpose other than performing its obligations under this Agreement. The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

5. Intellectual Property and Use of Deliverables

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in deliverables specifically created for Client under this Agreement, subject to Client's full payment of fees due. Service Provider may retain ownership of its pre-existing materials, tools, know-how and methodologies, and grants Client a non-exclusive, non-transferable license to use such materials only as incorporated in the deliverables.

6. Warranties; Indemnification

Service Provider represents and warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED.

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Agreement, willful misconduct or negligence, subject to any limitations agreed by the parties in writing.

7. Governing Law

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

8. Entire Agreement

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

9. Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing. Notice is effective upon personal delivery, confirmed electronic transmission, or three business days after deposit with a nationally recognized overnight carrier.

10. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

Reference Number:    Escrow/Payment Agent (if any):

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