Business HC Template

Business HC Template

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

WHEREAS

WHEREAS, Party A is engaged in the business of providing human capital advisory, staffing, and operational consulting services and possesses expertise and capacity to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform certain human capital services on the terms and conditions set forth in this Agreement, and Party A is willing to provide such services to Party B;

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

1. SCOPE OF WORK

Party A shall provide the services described below in a professional and workmanlike manner consistent with industry standards. The services shall include, but are not limited to, the tasks identified in the Scope of Work field.

2. PAYMENT TERMS

As full compensation for the performance of the Scope of Work, Party B shall pay Party A the fees set forth below in accordance with the agreed schedule.

Late payments shall accrue interest at the lesser of (a) the rate of or (b) the maximum lawful rate. Party B is responsible for all reasonable collection costs, including attorneys' fees, incurred by Party A to collect overdue amounts.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party with the notice specified above. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation under this Agreement and such breach remains uncured for a period of thirty (30) days following receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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. Each receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (ii) is or becomes publicly available through no wrongful act of the receiving party; (iii) is rightfully received from a third party free to disclose it; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and, where permitted, cooperate with the disclosing party's efforts to seek confidential treatment or a protective order.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property created solely by Party A in the performance of the Scope of Work shall remain the property of Party A. Party A grants Party B a non-exclusive, non-transferable license to use deliverables solely for Party B's internal business purposes. Pre-existing materials and tools of Party A shall remain the sole property of Party A and will be licensed, not assigned, to Party B.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of that party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF THE CONFIDENTIALITY OBLIGATIONS OR FROM INDEMNIFICATION OBLIGATIONS ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. 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.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments, constitutes the entire understanding 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 modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above or such other addresses as the parties may designate in writing.

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