Miscellaneous WPCN Template

Miscellaneous WPCN Template

This General Business Agreement ("Agreement") is made effective as of by and between Client Name: whose principal place of business is , and Contractor Name: whose principal place of business is .

Recitals

WHEREAS, Client engages Contractor to perform certain services described herein and Contractor has represented that Contractor has the ability, qualifications and experience to perform such services in a competent and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide services and deliverables to Client, including provisions regarding payment, confidentiality, and termination; and

WHEREAS, the parties intend that this Agreement govern the business arrangement between them and supersede any prior discussions or preliminary agreements.

Scope of Work

Contractor shall provide the services and deliverables as described below. Contractor will perform such services in a timely, professional manner consistent with industry standards and applicable law.

Payment Terms

In consideration for the performance of the Scope of Work, Client shall pay Contractor as follows.

Invoices shall be payable within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. Client shall also reimburse Contractor for reasonable collection costs, including attorneys' fees, if Client fails to pay amounts when due.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective termination date. Upon termination for convenience, Client will pay Contractor for all work performed and reasonably committed costs incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receipt of written notice describing the breach, or immediately if cure is not reasonably possible.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public, proprietary or business information disclosed by one party to the other in any form that is designated confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) is already lawfully in the receiving party's possession at the time of disclosure; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely for the purposes of performing obligations under this Agreement; (ii) restrict disclosure of Confidential Information to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations set forth in this Section shall continue for following termination or expiration of this Agreement unless a longer period is required by applicable law.

Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's election, return or destroy all materials embodying Confidential Information and certify in writing that it has complied with this obligation.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents and warrants that the services will be performed in a professional and workmanlike manner and in accordance with applicable law. Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement or its gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for resolution of disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including all schedules and exhibits attached hereto, 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 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 parties at their respective principal business addresses set forth above, or to such other address as either party may designate by written notice to the other. Notices may be delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

Sign Now