Miscellaneous CD YO PUEDO Document Template

MISCELLANEOUS CD YO PUEDO DOCUMENT TEMPLATE

This General Business Agreement (the Agreement) is made effective as of , by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain services described herein and Provider has the qualifications and capabilities to perform such services on the terms set forth in this Agreement;

WHEREAS, Provider agrees to perform the work described in this Agreement and to deliver services in a professional manner consistent with industry standards; and

WHEREAS, the parties intend by this Agreement to set forth the complete and exclusive terms and conditions of their relationship.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. The parties acknowledge that the description is intended to define minimum obligations; additional details and milestones may be agreed in writing.

PAYMENT TERMS

Client shall pay Provider the compensation set forth below in consideration for the services performed under this Agreement. All fees are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted by Provider in accordance with the payment schedule and are due within days of receipt unless otherwise stated in writing.

Late payments shall incur a late fee equal to the greater of (i) % per month on the outstanding balance, or (ii) a flat fee of . Interest on past due amounts accrues from the invoice due date until paid.

TERM AND TERMINATION

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination for material breach may be immediate if the breaching party fails to cure within a reasonable cure period not to exceed 30 days following written notice.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical and financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to third parties except as authorized in writing, and (iii) use Confidential Information solely for performance under this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach by Receiving Party, is rightfully received from a third party without restriction, or is independently developed by Receiving Party without use of Confidential Information.

Upon termination or expiration of this Agreement, Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction in writing upon request of Disclosing Party.

Receiving Party acknowledges its confidentiality obligations and agrees to be bound by the provisions in this section.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or related to this Agreement shall be resolved in a court of competent jurisdiction in that State, unless the parties agree in writing to arbitration.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated by reference, 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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 Provider may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes Provider's obligations hereunder in writing.

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