Miscellaneous Excel Tim Document

MISCELLANEOUS EXCEL TIM DOCUMENT

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Contractor Name: ("Contractor"). Client and Contractor may be referred to individually as a "Party" or collectively as the "Parties."

WHEREAS

WHEREAS, Client requires certain services and deliverables relating to spreadsheet preparation, data modeling, and automation (the "Work"); and

WHEREAS, Contractor represents that Contractor has the necessary expertise, personnel and resources to perform the Work described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which the Contractor will perform the Work and the Client will pay for such Work.

SCOPE OF WORK

Deliverables shall include spreadsheets, formulas, macros, templates, and documentation necessary to reproduce the Work. Acceptance of each deliverable will be governed by the acceptance procedure set forth in the Scope of Work above and, absent objection in writing within five (5) business days of delivery, deliverables shall be deemed accepted.

PAYMENT TERMS

Invoices will be issued in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Payment shall be made in lawful currency as specified in the invoice.

Overdue amounts shall accrue interest at % per month (or the maximum permitted by law), with a minimum late charge of .

TERM AND TERMINATION

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

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means information disclosed by a Party relating to business operations, technical data, trade secrets, client lists, pricing, financial information, and any information reasonably understood to be confidential. Confidential Information does not include information that (a) is or becomes public through no breach of this Agreement, (b) was lawfully in the receiving Party's possession prior to receipt from the disclosing Party, (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information, or (d) is rightfully received from a third party without obligation of confidentiality.

Obligations: Each Party shall (i) protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain confidential for as long as such information qualifies as a trade secret.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Ownership: Unless otherwise agreed in writing, Contractor shall retain ownership of Contractor's pre-existing tools, methods, and know-how. Upon full payment, Contractor assigns to Client all rights, title and interest in and to the final deliverables specifically created for Client under this Agreement, excluding Contractor's pre-existing materials and third-party components.

License: Contractor grants Client a perpetual, royalty-free, non-exclusive license to any Contractor pre-existing materials incorporated into a deliverable to the extent necessary for Client's use of the deliverable.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising from the indemnifying Party's gross negligence or willful misconduct in connection with performance under this Agreement.

Limitation of Liability: Except for a Party's indemnification obligations, a Party's liability for any claim arising out of or relating to this Agreement shall not exceed the amounts actually paid by Client to Contractor under this Agreement in the twelve (12) months preceding the claim. Neither Party shall be liable for consequential, incidental, punitive or special damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to choice-of-law principles. The Parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be submitted to the courts located in the chosen jurisdiction.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, together with the Scope of Work and any attachments expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior oral and written agreements concerning the subject matter.

Amendment; Waiver: No amendment or waiver is effective unless in writing signed by authorized representatives of both Parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

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