Business MHC Template

Business MHC Template

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Company: with principal address and Manager: with principal address .

RECITALS

WHEREAS, Company is the owner and operator of a manufactured housing community or related real property business interests (the Community) and requires certain management, consulting and operational services to preserve asset value, ensure regulatory compliance and maximize occupancy; and

WHEREAS, Manager has represented that it possesses experience, personnel and systems reasonably necessary to perform management, leasing, maintenance and oversight services for communities of similar size and complexity; and

WHEREAS, the parties desire to set forth the terms and conditions under which Manager will provide such services to Company.

SCOPE OF WORK

Manager shall perform the services described above, including without limitation: day-to-day operations, tenant relations and lease administration, rent collection, routine and capital maintenance coordination, compliance reporting, budgeting assistance, vendor contracting and supervision, and any other services expressly agreed in writing by the parties. Manager shall provide personnel reasonably qualified for the duties assigned and shall perform services in a commercially reasonable and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Invoices shall be submitted in accordance with the Payment Schedule. Payments are due within days of invoice receipt unless otherwise mutually agreed in writing. Company shall reimburse Manager for pre-approved third-party costs and expenditures incurred in the performance of services upon presentation of supporting invoices and documentation.

Unpaid amounts shall accrue interest at the rate specified above, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. Manager may suspend non-essential services if invoices remain unpaid for more than days after written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Company of obligations to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

During the Term and for a period of two (2) years after termination, each party shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public business, financial, tenant, pricing, operational, strategic or technical information disclosed by one party to the other, whether disclosed orally, in writing or electronically. The receiving party shall use Confidential Information solely for the performance of this Agreement and shall protect it with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes generally available to the public through no breach of this Agreement, is already in the receiving party’s possession without restriction, or is rightfully obtained from a third party without restriction. A party may disclose Confidential Information to its employees, agents or advisors who have a need to know, provided such persons are bound by confidentiality obligations at least as protective as those set forth herein.

INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party’s gross negligence, willful misconduct or material breach of this Agreement. The Indemnified Party shall provide prompt written notice of any claim and shall cooperate in the defense, which shall be controlled by the Indemnifying Party; provided that the Indemnified Party may participate in the defense at its own expense.

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 within that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or written exhibits signed by both 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 oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement in connection with a sale of all or substantially all of its assets or equity in the Community.

Relationship of Parties: The parties are independent contractors and nothing in this Agreement shall create an agency, partnership, joint venture or employment relationship between the parties.

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