Business HLP Template

BUSINESS HLP TEMPLATE

This General Business Agreement ("Agreement") is entered into on the Effective Date set forth below by and between Service Provider Name: (hereinafter "Provider") and Client Name: (hereinafter "Client").

Effective Date:

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional services, consulting, and related deliverables as described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform the services under the terms and conditions set forth herein and Provider agrees to perform such services for Client; and

WHEREAS, the parties intend that this Agreement define the scope, compensation, term, confidentiality obligations, and governing law applicable to the relationship.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount:

Deposit Amount (if any):   Payment Due (days after invoice):

Late Payment Fee: If any invoice is not paid within the Payment Due period, Client shall pay interest on the outstanding amount at a rate of per month, or the maximum allowable by law, whichever is lower. Minimum late fee per invoice: .

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the intended termination date. Termination for material breach may be effective immediately upon written notice if the breaching party fails to cure the breach within thirty (30) days of receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not disclose Confidential Information except to its employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those contained in this Agreement. Confidential Information shall not include information that is or becomes publicly available through no fault of the Receiving Party or is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy all Confidential Information and certify such return or destruction in writing within thirty (30) days, except to the extent retention is required by law or reasonable internal record retention policies.

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 doctrines.

ENTIRE AGREEMENT

This Agreement, including any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor. Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Provider has no authority to bind Client except as expressly provided in this Agreement.

Remedies. The parties acknowledge that a breach of the confidentiality or intellectual property provisions may cause irreparable harm and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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