Business Document Tamarack Hill

Business Document Tamarack Hill

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between First Party Name: , with principal place of business at and Second Party Name: , with principal place of business at (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, First Party is engaged in the business of providing goods and services described below and has represented that it has the capacity and authority to enter into this Agreement; and

WHEREAS, Second Party desires to retain First Party to provide certain services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Scope of Work

First Party shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. Any changes to the Scope of Work shall be made in writing and signed by authorized representatives of both Parties as a written change order.

2. Payment Terms

Payments are due in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due net thirty (30) days from invoice date. If any payment is not received within the applicable period, the overdue amount shall bear interest at a rate of or the maximum rate permitted by applicable law, whichever is less, and the non-defaulting Party may suspend performance after ten (10) days' written notice until payment is made in full.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated pursuant to this Section.

Either Party may terminate this Agreement for convenience upon providing the other Party with written notice in accordance with the notice period above. Either Party may terminate for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either Party of obligations accrued prior to termination.

4. Confidentiality

Each Party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed orally, in writing, or electronically, including business plans, financial data, trade secrets, customer lists, pricing, and technical information. The receiving Party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

The obligations of confidentiality shall survive termination or expiration of this Agreement for the period specified above, except with respect to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (iii) is rightfully obtained from a third party without restriction.

5. Representations and Warranties; Indemnification

Each Party represents and warrants that it has full authority to enter into and perform this Agreement. First Party represents that services will be performed in a professional manner consistent with industry standards. Each Party agrees to indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

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 laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

7. Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

8. Notices

All notices required or permitted hereunder shall be in writing and shall be delivered to the Parties at the addresses set forth below or to such other addresses as a Party may designate by notice in accordance with this Section.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor to substantially all of its business by merger or sale of assets. The waiver of any breach shall not constitute a waiver of any other breach.

Sign Now