Business HCS Template

BUSINESS HCS TEMPLATE

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal place of business at: and Service Provider Name: with principal place of business at: .

WHEREAS

WHEREAS, Client requires certain services consisting of professional consulting, implementation, and related support services, and Provider possesses the expertise, personnel and resources necessary to perform such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform such services for Client, including scope, payment, confidentiality, termination, and dispute resolution provisions.

SCOPE OF WORK

Provider will perform the services and deliverables described below in accordance with the terms of this Agreement. Specific tasks, milestones, deliverables, acceptance criteria, and responsible parties must be set forth in the Scope of Work.

PAYMENT TERMS

Compensation to Provider for the services described in this Agreement shall consist of the Total Fee, invoiced in accordance with the Payment Schedule below and payable within the agreed payment period. All amounts are stated in U.S. dollars unless otherwise indicated.

If payment is not received by the due date, Client shall be assessed a late fee of on any overdue balance, in addition to any other remedies available at law or equity.

Provider shall submit invoices to Client for services rendered in accordance with the Payment Schedule. Unless otherwise stated in the Payment Schedule, Client will pay undisputed invoices within days of receipt.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses reasonably incurred through the effective date of termination. Provider will deliver to Client any work product for which Client has paid.

CONFIDENTIALITY

For the purpose of this Agreement, "Confidential Information" means all non-public information disclosed by either 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, including business plans, technical data, trade secrets, client lists, pricing, and proprietary processes.

Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to those employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was known to the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

The obligations in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within sixty (60) days, the dispute shall be resolved by binding arbitration conducted by a neutral arbitrator selected by the parties, unless the parties mutually agree to seek injunctive or other equitable relief in a court of competent jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attached exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, costs and expenses to the extent caused by the indemnifying party's gross negligence or willful misconduct in connection with its performance under this Agreement.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, special, incidental, or punitive damages, and the total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Corporation    LLC    Sole Proprietor    Other:

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, three business days after deposit in the United States mail with return receipt requested, or one business day after delivery to an overnight courier service.

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