Smithsonian Document Template

SMITHSONIAN DOCUMENT TEMPLATE

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

WHEREAS

WHEREAS, is an institution engaged in the operation and care of collections, exhibitions, and related programs, and maintains facilities and personnel necessary to support projects and services described herein;

WHEREAS, possesses the expertise, personnel, and resources to perform the services described in this Agreement and desires to provide such services to Party A under the terms set forth below;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services and compensation to be provided under this Agreement.

SCOPE OF WORK

Party B shall provide the services, deliverables, and schedule as described below. All services shall be performed in a professional and workmanlike manner in accordance with industry standards and applicable laws.

PAYMENT TERMS

Compensation for services rendered under this Agreement shall be as follows:

Payments shall be made within days of receipt of an invoice that complies with the payment schedule and deliverable requirements. Invoices shall itemize work performed and any reimbursable expenses.

Late payments shall incur a late fee of on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with 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 date of termination. Termination for cause may occur immediately upon written notice if a material breach is not cured within thirty (30) days after receipt of notice of such breach.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other 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. Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was in the receiving party's lawful possession prior to receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction on disclosure; 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 purpose of performing its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. If the receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party to the extent permitted and assist the disclosing party in seeking a protective order.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for purposes of resolving disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written purchase orders or statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and such provision will be reformed to the extent necessary to make it enforceable while reflecting the parties' intent.

Sign Now