Business Services Harbor Freight Document

Business Services Harbor Freight Document

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: and Service Provider Name: .

WHEREAS

WHEREAS, Company requires certain business services related to supply chain coordination, logistics support, and vendor liaison activities specifically applicable to Harbor Freight operations ("Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the Services in a professional manner and that it will comply with Company policies and applicable law in performing the Services; and

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

1. SCOPE OF WORK

Service Provider will perform the Services described below in accordance with the terms of this Agreement. Any material change to scope shall be documented and signed by authorized representatives of both parties.

2. PAYMENT TERMS

All sums due to Service Provider shall be payable in United States dollars within the payment period set forth in Payment Schedule. Company shall have the right to withhold undisputed amounts pending resolution of good-faith disputes. Late payments shall accrue interest as specified in Late Payment Fee without limiting other remedies.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the notice period set forth above. Either party may terminate immediately for material breach by the other party if the breach remains uncured for a period of ten (10) days after written notice specifying the breach, or immediately for willful misconduct or insolvency.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party ("Discloser") to the other party ("Recipient") 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 includes, without limitation, business plans, pricing, vendor lists, customer data, trade secrets, technical data, and other proprietary materials concerning Harbor Freight operations.

Recipient shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of Recipient; (ii) was in Recipient's possession prior to receipt from Discloser as shown by Recipient's written records; (iii) is rightfully obtained by Recipient from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Upon termination of this Agreement or at Discloser's request, Recipient shall promptly return or destroy all Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law, in which case Recipient shall continue to protect such Confidential Information in accordance with this Section. Monetary damages may be inadequate to remedy a breach of this Section; Discloser shall be entitled to seek injunctive relief in addition to other available remedies.

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified above, without regard to conflict of law principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in the judicial district containing the governing state, and the parties hereby submit to the jurisdiction of those courts.

6. ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments 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, waiver, or modification of this Agreement shall be valid unless in writing and signed by an authorized representative of each party.

7. ADDITIONAL PROVISIONS

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against liabilities, losses, damages and expenses arising from its gross negligence, willful misconduct, or material breach of this Agreement.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or legal power to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary action.

ACKNOWLEDGMENT

The parties acknowledge that they have read and understood this Agreement, including the Confidentiality and Payment Terms, and that they agree to be bound by its terms.

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