Business HQ Document

BUSINESS HQ DOCUMENT

This Business Headquarters Agreement ("Agreement") is entered into as of by and between:

Client Name:

Provider Name:

recitals

WHEREAS, Client operates or intends to operate a central business headquarters for the management and coordination of Client's business activities and requires certain services and accommodations to support said headquarters; and

WHEREAS, Provider is engaged in the business of furnishing administrative, facilities, and support services and represents that Provider has the expertise and capacity to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services for Client as set forth below.

scope of work

Deliverables, milestones, and acceptance criteria shall be set forth in the Scope of Work above or in attachments incorporated herein. Provider shall perform services in a professional, timely manner and in accordance with industry standards applicable to the services described.

payment terms

All payments shall be made in lawful currency of the United States unless otherwise agreed in writing. Provider shall invoice Client according to the schedule above. If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the rate stated above or the maximum rate permitted by applicable law, whichever is lower.

term and termination

Term Start Date:

Term End Date:

Either party may terminate this Agreement for cause upon a material breach by the other party that remains uncured for the notice period specified above. Either party may terminate for convenience upon providing the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed.

confidentiality

For the 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, by its nature, a reasonable person would understand to be confidential. Confidential Information includes, without limitation, business plans, financial information, customer lists, trade secrets, software, and technical information.

The Receiving Party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except as expressly permitted in writing, and shall use such information solely for performance under this Agreement. The obligations of confidentiality shall not apply to information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of three (3) years, except that obligations relating to trade secrets shall survive for as long as such information retains trade secret status under 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 choice-of-law principles. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that state, unless the parties agree otherwise in writing.

representations and warranties; liability

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. Provider represents that the services will be performed in a professional and workmanlike manner consistent with prevailing industry standards.

Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party arising from or related to this Agreement shall not exceed the total amounts actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

entire agreement

This Agreement, together with any attachments or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the address specified above, and shall be deemed given upon receipt.

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