Miscellaneous Livingston Document

MISCELLANEOUS LIVINGSTON DOCUMENT

This General Business Agreement (the Agreement) is entered into effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to engage the Service Provider to perform certain services described herein, and the Service Provider represents that it has the requisite expertise, personnel and resources to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Service Provider will perform the services and Client will compensate the Service Provider; and

WHEREAS, the parties intend that this Agreement reflect their entire agreement and that no other oral or written statements, understandings, or promises shall bind either party except as expressly set forth herein.

SCOPE OF WORK

PAYMENT TERMS

Compensation. Client shall pay Service Provider the total amount of (the Fee) in accordance with the schedule below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Invoicing and Payment. Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Disputed amounts shall be raised in writing within ten (10) days of receipt of invoice, and the parties shall promptly attempt to resolve such dispute in good faith.

Taxes and Withholdings. All payments are exclusive of taxes, assessments and duties. Client shall be responsible for sales and use taxes properly imposed on transactions under this Agreement. Each party shall withhold and remit taxes as required by applicable law.

TERM AND TERMINATION

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

Termination for Convenience. Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition. "Confidential Information" means non-public business, technical, financial or other information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually or in writing, 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.

Obligations. The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performance of 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 herein.

Exclusions. Confidential Information does not include information which: (i) was in the public domain at the time of disclosure; (ii) becomes part of the public domain through no fault of the receiving party; (iii) was rightfully in the receiving party's possession without restriction prior to disclosure; or (iv) is independently developed without use of the disclosing party's Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

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 law principles.

Dispute Resolution. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through prompt negotiation between senior executives of the parties. If the dispute is not resolved within thirty (30) days, the parties agree that such dispute shall be resolved by binding arbitration administered in accordance with the arbitration rules mutually agreed by the parties, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, agency or franchise relationship between the parties.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, costs or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligent acts or willful misconduct.

Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special, or punitive damages, and the aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

ENTIRE AGREEMENT

Integration. This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Sign Now