Business Agreement HBAA

Business Agreement HBAA

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

Recitals

WHEREAS, Client desires to retain Contractor to perform certain business services and deliverables as set forth in this Agreement; and

WHEREAS, Contractor represents that it has the experience, personnel and capability to perform the services described herein in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide such services to Client.

1. Scope of Work

Contractor shall perform the services and deliver the work products described below. All work shall conform to the standards, schedule and acceptance criteria agreed by the parties.

2. Payment Terms

Client shall pay Contractor for services performed in accordance with the terms set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

3. Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice specifying the breach.

Upon termination, Client shall pay Contractor for all services rendered and expenses incurred through the effective date of termination, subject to any offsets or set-offs expressly provided by law or this Agreement.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, including business plans, pricing, financial data, proprietary processes, customer information and other commercial information that is designated as confidential or that by its nature should reasonably be understood to be confidential.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is rightfully obtained by the receiving party from a third party without restriction and without breach of an obligation to the disclosing party; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Upon termination or at the disclosing party's request, the receiving party shall return or destroy all Confidential Information and certify in writing that it has done so, except that one copy may be retained in confidential legal or archival files solely to comply with applicable law provided it remains subject to the confidentiality obligations herein. The obligations in this Section shall survive termination for a period of years.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

6. Miscellaneous

Assignment. Neither party may assign this Agreement or any of its rights or obligations without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction, provided the assignee assumes the assigning party's obligations hereunder.

Independent Contractor. Contractor is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses or damages arising out of its breach of this Agreement, negligence or willful misconduct, subject to applicable limitations of liability that the parties may agree in writing.

7. 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, representations, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth above or to such other addresses as a party may specify by written notice. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered.

Sign Now