Miscellaneous LACIV109 Template

Miscellaneous LACIV109 Template

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

Recitals

WHEREAS, Client wishes to engage Contractor to perform certain services described herein and Contractor is willing to perform such services on the terms and conditions set forth in this Agreement;

WHEREAS, Contractor represents that it has the skill, experience and resources necessary to perform the services in a timely and professional manner;

WHEREAS, the parties desire to set forth the terms and conditions governing Contractor's engagement by Client in this Agreement.

Scope of Work

Contractor shall perform the work, services and deliverables as described below. The parties agree that any material change to the scope shall require a written change order signed by authorized representatives of both parties.

Payment Terms

In consideration for the performance of services, Client shall pay Contractor the fees and expenses set forth below in accordance with the schedule and requirements herein. All fees are payable in United States dollars unless otherwise agreed in writing.

Late payments shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date payment was due until paid. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Contractor to collect overdue amounts.

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 Notice Period: days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") acknowledges that during performance it may receive or have access to confidential or proprietary information of the other party (the "Disclosing Party"). The Receiving Party shall: (a) hold such information in strict confidence; (b) use such information only as necessary to perform its obligations under this Agreement; and (c) not disclose such information to any third party without the prior written consent of the Disclosing Party, except as required by law.

The confidentiality obligations shall survive termination of this Agreement for a period of Confidentiality Term (years): years, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Notices

All notices, demands, and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this section.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards.

Each party shall indemnify and hold harmless the other party from and against any and all third-party claims, liabilities, damages, losses and expenses arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the indemnitee's own negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in the county specified by applicable law governing venue.

Entire Agreement and Amendments

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment; Relationship of Parties

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all of its assets, or similar transaction. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent permissible and the remaining provisions shall remain in full force and effect.

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