Business FH Template

Business FH Template

This General Business Agreement ("Agreement") is made effective as of by and between the parties set forth below.

Party Information

WHEREAS

WHEREAS, First Party is engaged in the business of providing professional services and possesses the necessary expertise, personnel, equipment and capacity to perform the services described herein; and

WHEREAS, Second Party desires to retain First Party to perform such services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their entire agreement with respect to the subject matter hereof in writing.

SCOPE OF WORK

First Party shall perform the services and deliverables as described below. The scope may be amended only by a written change order signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for services rendered under this Agreement, Second Party shall pay First Party in accordance with the terms set forth below. All amounts are in lawful currency of the United States unless otherwise stated.

All payments required hereunder shall be made in cleared funds to the account designated by First Party. Taxes, duties and similar governmental charges arising from the transactions contemplated by this Agreement shall be the responsibility of the party required by applicable law to pay the same unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any representation, warranty or covenant contained in this Agreement and fails to cure such breach within the notice period set forth above. Termination for convenience may be permitted only if expressly set forth in the payment schedule or by written agreement of the parties.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed in connection with this Agreement, whether disclosed orally, in writing or by inspection. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose such Confidential Information except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) use the Confidential Information only for the purpose of performing its obligations under this Agreement.

The obligations in this confidentiality section do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was lawfully known to the receiving party prior to receipt; (iii) is received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the courts of that state unless the parties mutually agree to arbitration in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, representations and understandings. No modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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