Business Harmony Template

Business Harmony Template

This Business Harmony Agreement (the "Agreement") is entered into as of Effective Date:

Parties

Individual    Corporation    LLC    Partnership    Other:

Individual    Corporation    LLC    Partnership    Other:

Recitals

WHEREAS, Party A is engaged in the business of providing professional services described in this Agreement and possesses specialized skills, personnel, and resources required to perform the Scope of Work; and

WHEREAS, Party B desires to engage Party A to perform certain services and both Parties desire to set forth their respective rights and obligations with respect to such engagement; and

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

Scope of Work

Party A shall perform the services, deliverables, and obligations described below. Party A shall provide services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the performance of the Scope of Work, Party B shall pay Party A in accordance with the terms set forth below.

Late payments shall incur a late fee as set forth below. All payments are due in lawful currency and free of deduction unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least days prior to the effective date of termination. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within a commercially reasonable period following written notice, unless a shorter cure period is required by law.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party (the Disclosing Party) to the other Party (the Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer lists, pricing, trade secrets, and technical information.

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 a reasonable degree of care; (b) not disclose Confidential Information to any third party except to those employees, contractors, or advisors with a need to know and subject to confidentiality obligations at least as protective as those set forth herein; and (c) use Confidential Information solely for the purposes of performing obligations under this Agreement.

Confidentiality obligations shall not apply to information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, (iii) is lawfully obtained from a third party having the right to disclose it, or (iv) is independently developed without use of the Disclosing Party's Confidential Information. The obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which the obligations shall continue for so long as the information qualifies as a trade secret under applicable law.

Indemnification

Each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct.

Governing Law

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

Entire Agreement; Amendment

This Agreement, including all Schedules and Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement will be effective unless it is in writing and signed by authorized representatives of both Parties.

Severability; Assignment

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, 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 that either Party may assign this Agreement in its entirety to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

Execution

This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic means (including by electronic signature) will be effective as delivery of an original.

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