Miscellaneous RJPH Document

Miscellaneous RJPH Document

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: . The parties agree as follows.

RECITALS

WHEREAS, Client is engaged in the business of providing products and services relevant to Client's operations and desires to obtain certain business services from Service Provider; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services described herein and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and any specifications set forth in the Description of Services above. Any material changes to the scope shall be documented in a written change order signed by both parties.

PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, Client shall pay Service Provider within days of invoice receipt. Late payments shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law. Service Provider may suspend performance for any undisputed amounts unpaid more than days after written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information excludes information that (a) is or becomes publicly available without breach of this Agreement, (b) was rightfully known to the receiving party prior to disclosure, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) limit disclosure to those employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) take reasonable measures to protect the confidentiality of the Confidential Information. The confidentiality obligations shall survive termination of this Agreement for years, except that trade secrets shall remain confidential so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Neither party shall be liable for incidental, consequential, special or punitive damages, except to the extent such damages arise from a party's gross negligence, willful misconduct, or breach of confidentiality obligations.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses shown above or such other address as either party may designate in writing. Notices shall be deemed given upon receipt when delivered by hand, by confirmed electronic delivery or by certified mail, return receipt requested.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under this Agreement.

This Agreement, together with any executed change orders or written attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Relationship of the parties: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

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