Business THA Document

BUSINESS THA DOCUMENT

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

WHEREAS

WHEREAS, Client requires certain services and deliverables described herein, and Service Provider represents that it has the expertise, personnel and resources to perform such services in accordance with the terms set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective duties, the scope of work, payment terms, confidentiality obligations, and other terms governing the provision of the services.

WHEREAS, the parties intend that this Agreement be legally binding and enforceable and that it constitute the complete terms of engagement between the parties with respect to the subject matter hereof.

SCOPE OF WORK

Service Provider shall perform the services and deliver the work product described below. The description below is intended to define minimum required services; Service Provider shall perform all ancillary tasks reasonably necessary for full performance.

PAYMENT TERMS

Client shall pay Service Provider compensation in accordance with the following terms. Unless otherwise specified, all amounts are stated in lawful currency of the governing jurisdiction.

All invoices issued by Service Provider are payable within the timeframe set forth in Payment Schedule. Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect past due amounts. Taxes, duties and similar governmental charges arising from this Agreement shall be borne by the party obligated under applicable law unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated as provided below, shall continue until End Date: .

Either party may terminate this Agreement for convenience by providing the other party with the required written notice set forth above. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other party, whether disclosed orally, visually, in writing, or by inspection of tangible objects, 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.

Each party agrees: (a) to hold Confidential Information of the other party in strict confidence and not to disclose such information to any third parties except as expressly permitted in this Agreement; (b) to use Confidential Information only for the purpose of performing obligations or exercising rights under this Agreement; and (c) to take reasonable measures to protect the confidentiality of the Confidential Information.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure by the disclosing party; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement or its negligent or willful acts or omissions. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

NOTICES

All notices or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice).

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State / Jurisdiction of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement 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. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Sign Now