Miscellaneous Sakellariou Document

MISCELLANEOUS SAKELLARIOU DOCUMENT

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

WHEREAS

WHEREAS, Client requires certain business, consulting, or project services and desires to engage Provider to perform such services under the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner consistent with industry standards.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall furnish all labor, materials, equipment, and supervision necessary to complete the work unless otherwise agreed in writing.

PAYMENT TERMS

As full compensation for Provider's performance under this Agreement, Client shall pay Provider the amounts and according to the schedule set forth below. All amounts are payable in lawful currency of the United States unless otherwise specified.

Client shall pay invoices within the time specified in the Payment Schedule. Invoices not paid within the time specified shall accrue interest and/or late fees as set forth above. Provider may suspend performance if payments are more than the notice period in Term and Termination past due, subject to any applicable cure period set forth in this Agreement.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue in effect until End Date: unless earlier terminated as provided herein.

Upon termination, Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination. Termination shall not relieve either party of liability for breaches occurring prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that during performance of this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means nonpublic information that is 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 Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under 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 are bound by confidentiality obligations at least as protective as those set forth herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law or regulation, provided the Disclosing Party is given prompt notice and an opportunity to seek protective relief.

Confidentiality Duration: The obligations of confidentiality shall continue for a period of years from the date of disclosure, except with respect to trade secrets where protection shall continue as long as such information qualifies as a trade secret.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

The parties shall seek to resolve disputes arising under this Agreement by negotiation in good faith. If unresolved within thirty (30) days, disputes shall be submitted to mediation prior to initiation of litigation. Nothing in this paragraph shall prevent either party from seeking equitable relief where necessary to protect confidential information or intellectual property.

MISCELLANEOUS PROVISIONS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership, joint venture, or fiduciary relationship between the parties.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligence, except to the extent caused by the other party's breach or negligence.

ENTIRE AGREEMENT

This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement (or such other address as either party may designate by notice to the other) and shall be deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier.

Sign Now