Fitness Cardio Elite Template

Fitness Cardio Elite Template

Parties

This General Business Agreement ("Agreement") is entered into by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing fitness training, cardio program development, and related professional services to clients; and

WHEREAS, Client desires to retain Service Provider to provide specified fitness and cardio services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective obligations, payment terms, confidentiality obligations, and other matters incidental to the performance of the services effective as of Effective Date: .

Scope of Work

Service Provider shall provide the services described below. The description sets forth the core deliverables, performance standards, and any milestones.

Payment Terms

Client shall pay Service Provider for services performed in accordance with the following payment provisions.

All amounts are exclusive of applicable taxes. Client shall be responsible for any taxes assessed on payments. If Client fails to pay undisputed amounts within ten (10) days of the due date, Service Provider may suspend services until payment is made and shall be entitled to recover collection costs and reasonable attorneys' fees.

Term and Termination

This Agreement begins on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within the notice period specified above. Either party may terminate without cause upon providing the notice set forth above, provided that Client shall pay for all services performed through the effective date of termination and any non-cancellable costs reasonably incurred by Service Provider.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; or (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. Upon termination of this Agreement or upon written request, the receiving party shall promptly return or destroy the disclosing party's Confidential Information and certify in writing to such return or destruction.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement, that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms, and that entering into this Agreement does not violate any other agreement or legal obligation.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct in performing this Agreement. Except for a party's indemnification obligations or a party's breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and aggregate liability shall be limited to the total fees paid under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Governing State: , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

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

Notices

Notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice shall be deemed given upon personal delivery, three (3) days after deposit in the United States mail with postage prepaid, or one (1) day after deposit with a recognized overnight courier.

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 rights and obligations of the parties under this Agreement shall not be assigned without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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