Business HEA Document

Business HEA Document

This Business HEA Document (the "Agreement") is made effective as of Effective Date: by and between Client Name: with Address: and Service Provider Name: with Address:

Recitals

WHEREAS, Client desires to engage Provider to perform certain business services described herein and Provider represents that it has the experience, skill and resources to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider.

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

1. Scope of Work

Provider shall perform the services described above (the "Services") in a timely, professional manner consistent with industry standards. Any change to the Scope of Work must be documented in writing and signed by authorized representatives of both parties; additional fees and schedule changes resulting from such amendments shall be addressed in a written Change Order.

2. Payment Terms

Payments shall be made in accordance with the Payment Schedule. All sums payable by Client to Provider shall be due within thirty (30) days of invoice unless otherwise agreed in writing. Invoices not paid within the specified period shall incur a late fee equal to:

If Client disputes all or part of an invoice, Client must provide written notice of the dispute and supporting documentation within ten (10) days of receipt; failure to timely dispute shall constitute acceptance of the invoice. Provider shall continue performance notwithstanding any disputed amounts, unless otherwise agreed in writing.

3. Term and Termination

Commencement Date:    Termination Date:

Either party may terminate this Agreement for convenience upon providing the Notice Period set forth above. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Upon termination, Provider shall be entitled to payment for Services performed and reasonable costs incurred through the effective date of termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("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, but is not limited to, business plans, financial information, trade secrets, client lists, and technical data.

Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein, and (c) not use Confidential Information for any purpose other than performance under this Agreement. Confidential Information shall not include information that (i) was known to Receiving Party prior to disclosure without obligation of confidentiality; (ii) is or becomes publicly available without breach of this Agreement; (iii) is independently developed by Receiving Party without the use of Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order provided Receiving Party gives prompt written notice to Disclosing Party to allow a protective order or other remedy.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflicts of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of any disputes arising under this Agreement.

6. Entire Agreement

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

7. Additional Provisions

7.1 Independent Contractor. Provider is an independent contractor and shall be solely responsible for all taxes, withholdings and other statutory obligations of any sort, and nothing in this Agreement shall create an employment relationship, partnership, joint venture or agency between the parties.

7.2 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising out of the indemnifying party's gross negligence or willful misconduct in the performance of this Agreement.

7.3 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices shall be deemed effective upon delivery if delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, first-class, postage prepaid.

Sign Now