Seneca County Business Document Template

SENECA COUNTY BUSINESS DOCUMENT TEMPLATE

This General Business Agreement (the Agreement) is made effective as of , by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client requires certain professional services described herein and desires to retain Contractor to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor represents that it has the expertise, personnel, and resources necessary to provide the services and deliverables described in this Agreement and agrees to perform such services in a professional and workmanlike manner in accordance with industry standards;

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

SCOPE OF WORK

Contractor shall perform the services and provide the deliverables described below. Contractor shall use qualified personnel, adhere to the schedule agreed by the parties, and obtain Client approvals as required for material changes.

PAYMENT TERMS

Client shall pay Contractor for performance of the Scope of Work in accordance with the amounts and schedule below. All fees are exclusive of taxes unless otherwise stated. Contractor shall submit written invoices in the form and frequency set forth herein.

TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date set forth below and shall continue until the End Date, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon material breach by the other party that remains uncured for the notice period set forth above. Termination for convenience may be exercised by either party upon providing the required notice, subject to payment for services performed through the effective date of termination and reasonable wind-down costs.

CONFIDENTIALITY

Each party (Recipient) shall maintain in confidence all non-public information disclosed by the other party (Discloser) that is designated confidential or that a reasonable person would consider confidential under the circumstances. Recipient shall not use such Confidential Information except for the purpose of performing obligations under this Agreement and shall protect it with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of and the county of . The parties submit to the exclusive jurisdiction of the courts located in such state and county for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including its exhibits and attachments if any, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Contractor may assign accounts receivable.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to customary limitations and procedures.

Limitation of Liability: Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement in the twelve (12) months preceding the claim.

NOTICES

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as may be designated by written notice.

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

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