IDVAR Document Template

IDVAR Document Template

This General Business Agreement (the Agreement) is entered into effective as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client requires certain professional services and deliverables for business purposes, including but not limited to analysis, development, and advisory services as specified in this Agreement; and

WHEREAS, Provider represents that it possesses the experience, capability, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing the scope of work, compensation, confidentiality, term, and other obligations related to the engagement.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. The parties may attach one or more exhibits specifying detailed tasks, deliverable specifications, acceptance criteria, and milestones. Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for Provider's performance, Client shall pay Provider the fees and expenses set forth below. Unless otherwise stated, fees are due in United States dollars and are exclusive of applicable taxes, which Client shall be responsible for paying.

Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed amounts within of receipt of a correct invoice. Disputed portions of an invoice shall be resolved in good faith and the undisputed portion shall be paid timely.

Any past-due amount shall accrue interest at the rate of (or the maximum rate permitted by law, if lower). In addition to interest, Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated as provided below, shall continue until the End Date or until the completion of the services, whichever occurs later.

Start Date:   End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice of breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that, given the nature of the information and the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes business plans, technical data, trade secrets, and other proprietary information.

The Receiving Party shall (i) not use the Confidential Information except as necessary to perform its obligations under this Agreement, (ii) protect the Confidential Information from unauthorized disclosure with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose the Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by written confidentiality obligations at least as restrictive as those in this Agreement.

Confidentiality obligations under this Section shall survive termination of this Agreement for a period of unless otherwise required by law. Notwithstanding the foregoing, Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives of the parties. If the dispute is not resolved within a reasonable time, either party may pursue any right or remedy available at law or in equity.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, and each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Provider under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or to a successor by merger or acquisition. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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