Massachusetts Business Document Template

Massachusetts Business Document Template

This General Business Agreement (Agreement) is entered into effective as of by and between:

WHEREAS

WHEREAS, Client desires to obtain certain services and deliverables from Contractor, and Contractor has the requisite expertise and capacity to perform those services under the terms set forth herein;

WHEREAS, the Parties intend for Contractor to perform the services described in this Agreement in a professional manner in accordance with industry standards and the laws of the Commonwealth of Massachusetts; and

WHEREAS, the Parties desire to set forth the terms governing compensation, confidentiality, ownership of work product, and termination of their relationship.

SCOPE OF WORK

Contractor shall perform the services and produce the deliverables described below. Contractor shall exercise reasonable skill, care, and diligence and shall comply with all applicable laws, codes, and professional standards.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration for the services and deliverables. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate specified below and Client shall reimburse Contractor for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party no less than days prior to the effective date of termination. Either Party may terminate for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Contractor shall deliver all completed work and Client shall pay Contractor for all services performed and expenses incurred through the termination date, subject to any offsets permitted by law or this Agreement.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means any non-public information disclosed by one Party to the other that is designated as confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no wrongful act of the receiving Party; (b) was in the receiving Party's lawful possession prior to disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor grants to Client a non-exclusive, perpetual, worldwide license to use deliverables created for Client as specified in this Agreement. Contractor retains ownership of Contractor's pre-existing materials and of any general skills, know-how, and methodologies. If the Parties intend transfer of exclusive ownership, that transfer must be expressly stated in writing and may be subject to additional consideration.

REPRESENTATIONS; INDEPENDENT CONTRACTOR

Each Party represents that it has the full right, power, and authority to enter into this Agreement. Contractor is an independent contractor and not an employee, agent, or partner of Client. Contractor is solely responsible for all payroll taxes, benefits, and other obligations arising from its performance under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. The Parties irrevocably submit to the state and federal courts located in Massachusetts for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

SEVERABILITY; WAIVER

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

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