Business Agreement HA

Business Agreement HA

This Business Agreement HA (the Agreement) is made and entered into effective as of the Day: of Month: , Year: by and between Client Name: and Contractor Name: .

Recitals

WHEREAS, Client requires certain goods, services, deliverables and related work described herein and desires to retain Contractor to perform such work under the terms and conditions set forth in this Agreement;

WHEREAS, Contractor represents that it possesses the experience, qualifications, personnel and facilities necessary to provide the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner consistent with industry standards;

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

1. Scope of Work

Contractor shall provide the services described above and any additional tasks reasonably necessary to deliver the stated deliverables. All work shall be performed in accordance with the schedule and milestones set forth in this Agreement or an attached Statement of Work. Contractor will provide periodic progress reports upon Client request and will seek written approval from Client for any change that materially affects scope, schedule, or price.

2. Payment Terms

Client shall pay Contractor in accordance with the payment schedule. Unless otherwise agreed in writing, invoices are due within days of invoice date. A late fee of will accrue on overdue balances, compounded monthly, plus reasonable collection costs and attorney fees incurred by the prevailing party.

All payments shall be made in lawful currency to the payee designated by Contractor. Any disputed portion of an invoice shall be raised in writing within ten (10) days of receipt; undisputed portions remain payable as required by this Agreement.

3. Term and Termination

Commencement Date: Month Day Year .

Termination Date: Month Day Year , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon prior written notice as set forth above. Either party may terminate for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for work performed and reimbursable expenses.

4. Confidentiality

For purposes of this Agreement, Confidential Information means non-public business, technical, financial, and other information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) use Confidential Information only for performance under this Agreement; (b) 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 (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of Receiving Party; (ii) was rightfully in Receiving Party’s possession prior to disclosure; (iii) is rightfully received by Receiving Party from a third party without restriction; or (iv) is independently developed without use of Disclosing Party’s Confidential Information. Receiving Party may disclose Confidential Information as required by law, provided it gives prompt notice to Disclosing Party to permit seeking protective relief.

5. Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against losses, liabilities, claims, damages and expenses (including reasonable attorney fees) arising out of bodily injury, death or damage to real or tangible property caused by its negligence or willful misconduct in connection with performance under this Agreement. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

6. 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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

7. Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, to the addresses set forth below or to such other address as either party may designate by notice in accordance with this section.

9. Representations and Warranties

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) performance of its obligations will not violate any agreement or obligation to any third party; and (c) it will comply with applicable laws, rules and regulations in the performance of its obligations. Contractor further warrants that any deliverables furnished shall materially conform to the specifications set forth in the Scope of Work for a period of thirty (30) days following delivery, unless otherwise stated.

Additional Administrative Information

Execution

The parties have executed this Agreement by their duly authorized representatives as of the date first written above.

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