Miscellaneous PCV1 Template

Miscellaneous PCV1 Template

Parties

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

Recitals

WHEREAS, Client Name: desires to engage Service Provider to perform certain business services described below; and

WHEREAS, Provider Name: represents that it has the expertise, personnel, and resources necessary to perform such services in accordance with this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions, and obligations of their relationship in writing.

Scope of Work

Provider shall perform the services and deliverables described below. The scope may be amended only by written agreement signed by authorized representatives of both parties.

Payment Terms

As full consideration for the performance of Provider's obligations under this Agreement, Client shall pay Provider the amounts and in the manner set forth below.

Late Payment: Amounts not paid when due shall bear late fees as set forth below and interest at the lesser of 1.5% per month or the maximum rate permitted by law. The applicable late fee is % per month after a grace period of days from the invoice due date.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated as provided herein, continues until .

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date. Termination shall not relieve Client of its obligation to pay for services performed or costs incurred through the effective date of termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice describing the breach with reasonable specificity.

Confidentiality

Each party acknowledges that in the course of performance it will receive or have access to Confidential Information of the other. "Confidential Information" means non-public business, technical, financial, or other information disclosed in writing, orally, or by inspection and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) hold such Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for so long as they retain trade secret status.

Independent Contractor; Insurance

Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship. Provider shall be responsible for all taxes and statutory contributions applicable to its performance. Provider shall maintain insurance coverage appropriate to its services and as required by Client in writing prior to the commencement of work.

Indemnification and Limitation of Liability

Provider shall indemnify and hold Client harmless from and against any third-party claims arising out of Provider's gross negligence or willful misconduct in performing the services. Except for liability resulting from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability shall not exceed the total amounts paid or payable under this Agreement in the preceding twelve (12) months.

Notices

All notices, consents, requests, demands, and other communications under this Agreement shall be in writing and delivered to the addresses listed below or to such other address as a party may designate by notice to the other party.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. The parties agree to attempt to resolve disputes in good faith by negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in the county of the governing state unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of subsequent breaches.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

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