San Francisco Business Agreement

San Francisco Business Agreement

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

Parties

Recitals

WHEREAS, Company seeks to retain Service Provider to perform business services in the City and County of San Francisco in accordance with the terms and conditions set forth in this Agreement; and

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

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

Scope of Work

Service Provider shall perform the work and deliverables described below. The parties acknowledge that any material modification to the scope must be agreed in writing and signed by authorized representatives of both parties.

Payment Terms

Compensation: Company shall pay Service Provider a total fee of $ for the services rendered under this Agreement, payable as set forth below.

Invoicing and Payment Terms: Service Provider shall invoice Company and Company shall pay invoiced amounts within days of receipt of a proper invoice. All payments shall be made in U.S. dollars.

Late Payment: Any amount not paid when due shall incur interest at the rate of % per month (or the highest rate permitted by applicable law, if lower), and a one-time late fee of $ .

Term and Termination

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public, proprietary information disclosed by a party 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.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use such Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose such Confidential Information to any third party except as required to perform the Agreement or as required by law (provided the receiving party gives prompt notice to the disclosing party where legally permissible).

Exclusions and Survival: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is already rightfully known by the receiving party, or is independently developed. The obligations in this Confidentiality section shall survive termination of this Agreement for a period of three (3) years.

Indemnification and Insurance

Indemnity: Service Provider shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any third-party claims arising out of Service Provider's negligence, willful misconduct, or breach of this Agreement, provided that Company promptly notifies Service Provider in writing of any claim and cooperates in the defense.

Insurance: During the term of this Agreement, Service Provider shall maintain commercially reasonable liability insurance and other coverages appropriate to the services performed and provide proof of coverage upon request.

Independent Contractor; Assignment

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

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement to an affiliate or in connection with a sale of substantially all of Company's assets.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles. The parties agree that any litigation arising under this Agreement shall be brought exclusively in the state or federal courts located in the City and County of San Francisco, California.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

Amendments: Any amendment or modification of 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 for each party above or to such other address as either party may designate by written notice. Notice shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

Acknowledgment

Each party represents and warrants that it has the authority to enter into this Agreement and that the person signing below is authorized to bind the party.

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