Summer 2023 Business Document Template

Summer 2023 Business Document Template

This General Business Agreement (the "Agreement") is entered into as of by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Service Provider"). Client and Service Provider are sometimes referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Client seeks certain business services as described below and has requested that Service Provider perform those services under the terms and conditions set forth herein;

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel and resources to provide such services and is willing to provide those services to Client in accordance with the terms of this Agreement;

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the performance of the services and the payment therefor.

Scope of Work

Payment Terms

Fees: Client agrees to pay Service Provider a total fee of $ for the services described in this Agreement. Fees are exclusive of applicable taxes unless otherwise specified.

Payment Terms: Invoices will be issued by Service Provider in accordance with the payment schedule above. Payment is due within days of invoice receipt. Any amounts not paid when due shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower), and a minimum late charge of $ shall apply to delinquent invoices.

Check ACH/Wire Credit Card

Term and Termination

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

Termination: Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately upon written notice if the other Party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either Party that is designated as confidential or that, by its nature, would reasonably be considered confidential. Confidential Information does not include information that is (a) already known to the receiving Party without restriction at the time of disclosure, (b) becomes publicly available through no fault of the receiving Party, (c) is lawfully received from a third party without restriction, or (d) is independently developed by the receiving Party without use of Confidential Information.

Obligations: The receiving Party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for the performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Duration: The confidentiality obligations in this Section shall survive termination of this Agreement for years following the date of disclosure; provided, however, that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Indemnification and Liability

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from the indemnifying Party's negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: 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, special, punitive or exemplary damages, and each Party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

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 courts located in that state for resolution of disputes.

Entire Agreement

This Agreement, together with any exhibits or schedules attached hereto and any written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. No modification, waiver, or amendment of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

Sign Now