South Dakota Business Document Template

South Dakota Business Document Template

This General Business Agreement ("Agreement") is made and entered into on by and between:

Recitals

WHEREAS, Client wishes to engage Contractor to perform certain business services described herein, and Contractor represents that it has the skill, experience, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform services for Client and to allocate rights and responsibilities between the parties;

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

1. Scope of Work

Contractor shall perform the services and deliverables as described below. Contractor will perform all work in a professional and workmanlike manner consistent with industry standards and applicable laws.

2. Payment Terms

Client shall pay Contractor the fees set forth below in consideration for the services performed under this Agreement. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices are due within days of receipt unless otherwise specified. Late payments shall accrue interest and fees as provided below.

Late fee shall be applied to any unpaid balance after the payment due date at the rate specified above, and Client shall also be responsible for any costs of collection, including reasonable attorneys' fees.

3. 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 days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within 30 days after receipt of written notice specifying the breach.

4. Confidentiality

Each party acknowledges that in the course of performance it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information includes non-public business, technical and financial information, customer lists, pricing, and trade secrets. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except as necessary to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall continue for a period of following termination or expiration of this Agreement, except as otherwise required by applicable law.

5. Independent Contractor; Insurance

Contractor is an independent contractor and not an employee, partner, agent, or fiduciary of Client. Contractor has sole control over the manner and means of performing the services. Contractor shall maintain insurance coverage appropriate to the services provided and shall provide evidence of such insurance upon reasonable request.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, and expenses arising out of a party's breach of this Agreement or negligent or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, punitive, or special damages.

7. Intellectual Property

Unless otherwise agreed in writing, Contractor shall retain ownership of Contractor's pre-existing intellectual property. Subject to Client's payment of all fees due, Contractor assigns to Client all rights, title and interest in deliverables created specifically for Client under this Agreement. Contractor will obtain necessary assignments or licenses from third-party providers when required for Client's use of deliverables.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If the parties cannot resolve a dispute through negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity.

9. Assignment and Subcontracting

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Contractor may engage subcontractors provided Contractor remains responsible for the performance of its obligations.

10. Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 must be in writing and signed by both parties.

11. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as a party may designate upon notice) by personal delivery, certified mail (return receipt requested), or overnight courier, and shall be deemed given upon receipt.

Signatures

The parties have executed this Agreement by their duly authorized representatives as of the dates indicated below.

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