Business Document West Broad Village

BUSINESS DOCUMENT WEST BROAD VILLAGE

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Business Name: ("Contractor") and West Broad Village Name: ("Owner"). Each of Contractor and Owner may be referred to herein as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Owner owns, operates, manages or controls certain commercial property and common areas known as West Broad Village and requires business services, improvements, or operations at its premises; and

WHEREAS, Contractor represents that it has the skill, personnel, equipment and experience necessary to perform the services described below and is willing to perform such services for Owner under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions governing Contractor's performance, compensation and other mutual obligations.

1. SCOPE OF WORK

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

Owner shall compensate Contractor as set forth below. Unless otherwise agreed in writing, all amounts are payable in U.S. dollars and exclusive of applicable taxes for which the paying Party is responsible.

All invoices shall include sufficient detail to permit Owner to verify charges and shall be submitted to: Payment is due according to the payment schedule above; disputed amounts must be notified in writing within ten (10) days of receipt of invoice.

3. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public business, technical and financial information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether oral, written or electronic, that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as strict as those herein; and (c) use Confidential Information solely for performance under this Agreement.

Confidential Information shall not include information that is or becomes publicly available through no wrongful act of the Receiving Party, that was rightfully in the Receiving Party’s possession prior to disclosure, that is received from a third party without restriction, or that is independently developed without reference to the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or valid order of a governmental authority, provided that, to the extent permitted, it provides prompt written notice to the Disclosing Party and cooperates in seeking confidential treatment or a protective order.

5. INSURANCE, INDEMNIFICATION AND WARRANTIES

Contractor shall maintain insurance customary for the scope of services performed, including commercial general liability and workers' compensation where applicable. Contractor shall defend, indemnify and hold harmless Owner and its officers, directors and agents from and against claims, damages, liabilities and costs arising out of Contractor's negligent acts or omissions in connection with the performance of services, except to the extent caused by Owner’s gross negligence or willful misconduct.

Contractor warrants that services will be performed in a professional manner consistent with industry standards and in compliance with applicable laws and regulations for the duration of the term.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles:

7. ENTIRE AGREEMENT; AMENDMENT

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

8. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, 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 that Owner may assign to an affiliate or successor in interest without consent.

The Parties acknowledge and agree that monetary damages may be inadequate to remedy a breach of the confidentiality or proprietary rights provisions of this Agreement and that the non-breaching Party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

NOTICES

The Parties represent and warrant that they have the full power and authority to enter into this Agreement, that the signatories below are duly authorized, and that performance under this Agreement will not violate any other agreement to which a Party is bound.

Sign Now