Miscellaneous ET23007 Template

MISCELLANEOUS ET23007 TEMPLATE

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

Recitals

WHEREAS, Company Name: seeks to obtain certain services described below; and

WHEREAS, Contractor Name: represents that Contractor has the skill, personnel, and experience to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services and deliverables to be provided hereunder.

1. Scope of Work

Contractor shall perform the services and deliver the work product described below (Scope). Contractor shall perform professionally, in a timely manner, and in accordance with industry standards. Deliverables shall conform to any specifications expressly set forth in the Scope of Work.

Revisions and change orders to the Scope of Work shall be agreed in writing and, when applicable, shall include adjustments to fees and delivery schedules.

2. Payment Terms

Company shall pay Contractor the total fee set forth below in exchange for the services and deliverables. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices will be issued in accordance with the Payment Schedule and are due within days of receipt unless otherwise specified.

Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by law, if less) on the unpaid balance, plus all costs of collection, including reasonable attorneys' fees.

Unless otherwise set forth, all amounts are exclusive of applicable taxes; Company shall be responsible for sales, use, and other taxes imposed on the transaction, except taxes on Contractor's income.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice.

Upon termination, Contractor shall deliver all completed work and any partial work for which Company has paid. Company's obligation to pay for accepted work performed through the termination date survives termination.

4. Confidentiality

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party Confidential Information of the other party (Disclosing Party). "Confidential Information" means non-public information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is received without restriction from a third party rightfully possessing such information; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations in this section shall continue for following termination or expiration of this Agreement, or for such longer period as required by applicable law with respect to trade secrets.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Contractor assigns to Company all right, title and interest in and to Work Product created specifically for Company under this Agreement. Contractor retains ownership of preexisting materials, tools, methodologies, and know-how, provided Contractor grants Company a nonexclusive, perpetual, royalty-free license to incorporate such preexisting materials into the Work Product.

6. Indemnification and Limitation of Liability

Each party shall defend, indemnify, and hold harmless the other party from and against claims, damages, liabilities, and costs arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or indemnification obligations, neither party shall be liable for special, consequential, incidental, or punitive damages.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of this Agreement.

8. Entire Agreement; Amendment

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, communications, and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of Company's assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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