Miscellaneous Sled Template

MISCELLANEOUS SLED TEMPLATE

Parties and Effective Date

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

Recitals

WHEREAS, Client requires certain services and deliverables related to the project identified as ; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and resources to perform the services described in this Agreement in a professional and timely manner; and

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

Scope of Work

Service Provider shall provide the services, deliverables and milestones as set forth below. The scope may be amended only by a written Change Order signed by authorized representatives of both parties.

Payment Terms

In consideration for the services rendered, Client shall pay Service Provider in accordance with the terms set forth in this section.

All payments are due within the periods specified in the payment schedule. Client shall pay undisputed invoices within the agreed terms. Disputed amounts shall be raised in writing within ten (10) business days of receipt of invoice and the undisputed portion shall remain payable.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within fourteen (14) days after receipt of written notice specifying the breach. Either party may terminate for convenience upon prior written notice as set forth above. Upon termination, Service Provider shall cease performance, submit a final invoice for all accrued but unpaid fees through the date of termination, and, upon payment, deliver to Client all work in progress and completed deliverables.

Confidentiality

Each party (Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (Disclosing Party). "Confidential Information" means non-public business, technical, financial or other information disclosed in any form 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 use Confidential Information solely for the purposes of performing obligations under this Agreement, and shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that: (a) becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party.

Upon termination or expiration of this Agreement, each party shall return or destroy Confidential Information of the other party and certify in writing to that effect upon request. The parties acknowledge that breach of this Section may cause irreparable harm and that injunctive relief shall be an available remedy in addition to other remedies at law or in equity.

Warranties and Limitations

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, WHETHER BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to conflict of law principles. The parties shall seek to resolve disputes promptly through good faith negotiations. If negotiations fail, the parties may pursue any available remedies in the courts of the governing state.

Entire Agreement; Amendments

This Agreement, together with any executed Change Orders and exhibits, 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 written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. Headings are for convenience only and shall not affect interpretation.

Sign Now