Project GCX May 2025

Project GCX May 2025

Parties

Recitals

WHEREAS, Client Name: seeks to procure services and deliverables related to the development, coordination and delivery of Project GCX May 2025 (the "Project");

WHEREAS, Contractor Name: represents that it has the experience, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Project in this General Business Agreement.

Scope of Work

Contractor shall provide the services, deliverables and performance obligations described below. Contractor shall perform in a professional manner consistent with industry standards and in accordance with the schedule set forth in this Agreement.

Payment Terms

Client shall compensate Contractor for performance of the Scope of Work as follows.

Invoices shall be submitted to Client and are due net 30 days from invoice date unless otherwise specified in the Payment Schedule. Overdue amounts shall accrue interest at the rate of % per month (or the maximum permitted by law), plus a one-time late fee of USD for each delinquent invoice.

Term and Termination

This Agreement shall commence on the Effective Date and continue until completion of the Scope of Work or the End Date, unless earlier terminated in accordance with this Section.

Effective Date: . Anticipated End Date: .

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 written notice. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already in the Receiving Party's possession without restriction; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information only to perform under this Agreement; and (iii) disclose Confidential Information only to those employees, contractors or advisers who have a need to know and who are bound by confidentiality obligations. The obligations in this Section shall survive termination of this Agreement for a period of years.

Representations; Independent Contractor

Each party represents that it has full power and authority to enter into this Agreement. Contractor is an independent contractor and not an employee, joint venturer, or agent of Client. Contractor has sole responsibility for payment of all compensation, taxes and benefits for its personnel.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct in connection with performance under this Agreement. Except for breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for any consequential, incidental, special or punitive damages. Aggregate direct damages shall be limited to the total amount paid by Client to Contractor under this Agreement in the twelve months preceding the claim.

Entire Agreement; Amendments

This Agreement, including any exhibits and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. Any amendment or waiver must be in writing and signed by an authorized representative of each party.

Sign Now