Business HIA Template

Business HIA Template

Parties

Recitals

WHEREAS, Party A seeks to obtain certain professional services to support business operations identified as: ; and

WHEREAS, Party B represents that it has the experience, skill, and personnel necessary to perform the services described herein and is willing to perform such services in accordance with the terms of this Agreement; and

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

Scope of Work

Party B shall perform the services and deliverables described below. Party B shall provide the personnel, equipment, and supervision necessary to perform the work in a professional and timely manner consistent with industry standards.

Payment Terms

Compensation for the services rendered under this Agreement shall be as follows.

Late payments shall incur interest at the rate of on the unpaid balance, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for all reasonable collection costs, including attorneys' fees, incurred in enforcing payment.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date or until earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether written, oral, or electronic, 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, trade secrets, technical information, and any information marked or identified as confidential.

The receiving party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except to its employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party and cooperates to obtain confidential treatment or a protective order.

The obligations of confidentiality shall continue for a period of years from the date of disclosure, except with respect to trade secrets, for which protection shall continue for so long as such information remains a trade secret under applicable law.

Representations and Warranties; Indemnity

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Party B further warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) resulting from the indemnifying party's gross negligence or willful misconduct, breach of its representations or obligations under this Agreement, or violation of applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. 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; Amendment

This Agreement, together with any attached statements of work or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets, or sale of equity. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The waiver of any breach or default must be in writing to be effective.

Notices

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