Miscellaneous ServerDomes Template

Miscellaneous ServerDomes Template

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing ServerDomes services, equipment, hosting, and associated professional services and possesses the expertise and resources necessary to perform the services described herein; and

WHEREAS, Client desires to obtain from Service Provider certain ServerDomes services and related deliverables on the terms and conditions set forth in this Agreement; and

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

Scope of Work

Payment Terms

Client shall pay Service Provider compensation as set forth below. All amounts are payable in lawful currency of the agreed governing jurisdiction unless otherwise agreed in writing.

Invoices shall be issued to Client at the address above or to billing contact provided below. Payments are due within days of invoice date. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receiving written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Upon termination, Client shall pay Service Provider for all services performed and non-cancellable obligations incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that by its nature should reasonably be understood to be confidential ("Confidential Information"). Confidential Information does not include information that is: (a) already known to the Receiving Party without obligation of confidentiality; (b) generally available to the public other than by breach of this Agreement; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to third parties except to its employees, contractors, or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those hereunder. The obligations under this clause survive termination of this Agreement for a period of years.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in any pre-existing intellectual property, tools, software, or methodologies used in performing the Services. Client is granted a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes, subject to full payment of all fees. Any custom deliverables identified in the Scope of Work as "work for hire" shall be owned by Client upon full payment.

Limitation of Liability and Indemnity

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages. Each party shall indemnify and defend the other against third-party claims arising from that party's breach of representations, warranties, negligence, or willful misconduct, and shall pay any resulting damages, judgments, costs, and reasonable attorneys' fees.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of or related to this Agreement.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement does not violate any agreement or obligation between it and any third party.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the complete and exclusive statement of the agreement between the parties with respect to its subject matter and supersedes all prior proposals, understandings, and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship.

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