Journal Template

Journal Template — General Business Agreement

This General Business Agreement ("Agreement") is made and entered into as of by and between ("Service Provider") and ("Client"). Service Provider and Client each may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Service Provider has expertise in preparing, compiling and maintaining business journals, records, editorial content and related advisory services suitable for publication or internal use; and

WHEREAS, Client desires to engage Service Provider to perform journal-related services described herein and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

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

1. Scope of Work

The Services shall include preparation of journal entries, editorial review, layout consultation, proofreading, and delivery of final materials as described in the Description of Services above. Any material changes to the Scope of Work will be documented in a written amendment signed by both Parties.

2. Payment Terms

All payments are due in United States dollars unless otherwise agreed in writing. Client shall pay undisputed invoices within the time specified in the Payment Schedule. Overdue amounts shall accrue interest as set forth above and Client shall reimburse Service Provider for any collection costs and reasonable attorneys' fees incurred in collecting overdue sums.

3. Term and Termination

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing the other Party with written notice at least the number of days specified above. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice. Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly known through no breach by the receiving Party; (b) was rightfully in the receiving Party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party without use of Confidential Information.

The receiving Party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care that it uses to protect its own confidential information, (ii) use Confidential Information only for the purposes of performing under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or upon the disclosing Party's written request, the receiving Party shall return or destroy Confidential Information and certify such destruction.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property and methodologies. Client shall receive a perpetual, non-exclusive license to use final deliverables prepared specifically for Client upon full payment of all amounts due. Service Provider may use aggregated, de-identified work samples for promotional purposes, provided no Confidential Information is disclosed.

6. Indemnification and Limitation of Liability

Each Party shall indemnify the other from third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a Party's gross negligence, willful misconduct or breach of confidentiality, neither Party's aggregate liability shall exceed the total fees paid under this Agreement during the twelve (12) months preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

8. Entire Agreement

This Agreement, together with any written amendments and attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. No modification of this Agreement is effective unless made in writing and signed by both Parties.

9. 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 Party, except to a successor in interest in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the address provided by each Party in writing.

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