Business HGC Document

Business HGC Document

This Business HGC Document (the "Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires certain business services and deliverables related to the development, administration, or management of HGC matters (as further described below); and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the services described herein and agrees to provide such services on the terms and conditions set forth in this Agreement; and

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

Parties and Contact Information

Individual Corporation Limited Liability Company Partnership Other

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below (collectively, the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All sums are payable in United States dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for all reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless terminated earlier pursuant to this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. 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 breach.

Upon termination for any reason, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, payment of outstanding amounts, and governing law shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other relating to business operations, technical data, trade secrets, customer information, pricing, or other proprietary matters. Each party agrees to hold in confidence and not to disclose Confidential Information of the other party except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations in this section shall not apply to information that (a) is or becomes publicly known through no breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or a valid court order, provided that the receiving party gives prompt written notice to the disclosing party to allow it to seek protective relief.

Indemnification and Liability

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party from and against any claim, demand, loss, damage, liability or expense (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including any schedules or attachments 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, and communications, whether written or oral. No amendment or modification shall be binding unless executed in writing by both parties.

Additional Provisions

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact addresses set forth above or to such other address as either party designates in writing.

Sign Now