International Business Contract
This International Business Contract (the “Agreement”) is entered into as of this date [agreement date], by and between [Party A] and [Party B]. Each of Party A and Party B, their successors, heirs, and assigns (collectively, “Parties”) agree to the following terms and conditions included in this Agreement.
Definitions
1.1 “Services” shall refer to the services described in Section 2 of this Agreement.
1.2 “Fees” shall refer to the amounts payable by Party B for the Services as described in Section 3 of this Agreement.
1.3 “Force Majeure” shall refer to any event outside the control of the Parties, including but not limited to acts of God, fire, storms, riots, civil disobedience, government failure, war, terrorist attacks, and similar causes.
1.4 “Venue” shall refer to the jurisdiction in which the Services are to be performed.
1.5 “Material” shall refer to the tangible and intangible materials that come from both sides in this Agreement, including without limitation any documents, reports, drawings, test results, data, and other information.
1.6 “Intellectual Property Rights” shall refer to copyrights, trademarks, trade secrets, inventions, and any other form of intellectual property rights, including patents and industrial designs.
1.7 “Effective Date” shall refer to the date this Agreement is entered into by both parties.
Services
2.1. Party A shall provide the Services to Party B as described in detail in the attached service description (the “Service Description”). The Services shall be performed in accordance with the Service Description and all applicable laws of the Venue and shall be performed with a level of care and competency that equals industry standards.
2.2. Party A shall deliver the Services on or before the date agreed upon in the Service Description.
2.3. If Party A is unable to deliver the Services on or before the date specified in the Service Description due to an event of Force Majeure, Party A shall deliver the Services as soon as reasonably practicable.
2.4. If the Services or any part of it are unsatisfactory or delayed due to a cause attributable to Party A, then Party A shall bear the costs of rework and delays, including but not limited to labor, travel, and materials.
Fees
3.1. In consideration for the Services, Party B agrees to pay Party A the agreed upon fee for the Services as specified in the Service Description.
3.2. All invoices for the Fees are due and payable within thirty (30)days from the date of the invoice.
3.3. Failure by Party B to pay any amount owing under this Agreement by the due date shall incur an interest charge at the rate of two percent (2%) per month compounded monthly until such payment is made in full.
Ownership
4.1. All Intellectual Property Rights to any material developed by or on behalf of either side in connection with the Services shall remain the property of that side.
4.2. All Material provided by either side in connection with the Services shall be returned to that side upon completion of the Services.
Confidentiality
5.1. Neither side shall disclose any material, information, or other data that is obtained or used in connection with this Agreement to any person or entity outside of its own organization without the prior written consent of the other side.
5.2. Each side shall take reasonable steps to ensure that its employees, agents, subcontractors, and other representatives maintain the confidentiality of the Materials obtained in connection with this Agreement.
5.3. The obligations of confidentiality contained herein shall remain in place indefinitely from the Effective Date of this Agreement.
GENERAL PROVISIONS
6.1. This Agreement is binding on both sides and shall remain in effect from the Effective Date until the completion of the Services.
6.2. This Agreement is governed by the laws of the Venue and all disputes arising from the Agreement shall be subject to the exclusive jurisdiction of the courts in the Venue.
6.3. Any term of this Agreement that is determined by a court of law to be invalid or unenforceable shall be deemed to be severed from this Agreement and the remaining terms shall remain in full force and effect.
6.4. All notices and communications under this Agreement shall be made in writing and delivered or mailed (using first-class mail or certified mail) to the relevant address set out in this Agreement or any other address as may be notified by the recipient.
The foregoing constitutes the entire Agreement and understanding between the Parties. Each party represents that it has the authority to enter into this Agreement, and that, when signed by both parties, this Agreement shall be a legally binding agreement between the Parties.
Signed,
Party A ______________
Party B _______________
