Legal Statutes Template

Legal Statutes Template — General Business Agreement

This General Business Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Whereas Recitals

WHEREAS, Client is engaged in the business described as and desires to retain Provider to perform certain services under the terms set forth herein;

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

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional manner consistent with industry standards and in accordance with the schedule and milestones agreed by the parties.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the Services. All fees are payable in lawful currency and are exclusive of applicable taxes unless otherwise stated.

Invoices shall be due and payable within days of receipt. Overdue amounts shall accrue interest at a rate of % per month (or the maximum rate permitted by law), plus any collection costs incurred by Provider.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon providing days' prior written notice to the other party.

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, limitations of liability and governing law shall survive termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, financial data, technical information, trade secrets, and customer information.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted in this Agreement; and (c) use the Confidential Information solely to perform its obligations under this Agreement. The Receiving Party may disclose Confidential Information to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. In addition, either party may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided the Receiving Party gives prompt written notice and, if permitted, cooperates to obtain a protective order.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or a breach of confidentiality or IP infringement indemnities, neither party shall be liable to the other for consequential, incidental, punitive or special damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees paid by Client to Provider 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 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 disputes arising under or relating to this Agreement.

Entire Agreement and Amendment

This Agreement, including all exhibits and 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 communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be 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 that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

The headings used in this Agreement are for convenience only and shall not affect its interpretation.

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