Miscellaneous CRV Hybrid Template

MISCELLANEOUS CRV HYBRID TEMPLATE

Parties and Recitals

This General Business Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: , with principal address , and Service Provider Name: , with principal address .

WHEREAS, Client requires certain services and deliverables related to business operations and commercial use; and

WHEREAS, Service Provider has the expertise and resources to perform the services described herein and agrees to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire a hybrid arrangement combining project-based deliverables and ongoing services on the terms contained in this Agreement.

Scope of Work

Service Provider shall perform the services and deliverables described below. The services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client agrees to compensate Service Provider as follows. All fees are exclusive of applicable taxes unless otherwise stated.

If payments are not received within days of invoice due date, a late fee of percent per month shall accrue on the outstanding balance until paid in full. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days after written notice; provided that breaches of confidentiality or non-payment may be subject to shorter cure periods as expressly stated in this Agreement.

Confidentiality

"Confidential Information" means all non-public, proprietary or confidential information of a party disclosed to the other party in any form. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) 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 contained herein.

The obligations of confidentiality shall survive termination for a period of years, except for trade secrets which will remain protected for so long as they qualify as trade secrets under applicable law.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations. Service Provider represents that services will be performed in a professional manner in accordance with generally accepted industry standards. Client represents that it has authority to engage Service Provider and that Client-provided materials do not infringe third-party rights.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claim arising out of the indemnifying party's breach of its representations, warranties, or obligations under this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

Limitation of Liability

Except for liability arising from willful misconduct, fraud, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of each party for all claims arising out of or related to this Agreement shall not exceed the amount actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Independent Contractor

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations arising from payments under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county where the Client's principal address is located, unless the parties mutually agree otherwise.

Entire Agreement; Amendments

This Agreement, including 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, proposals, negotiations and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

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