Heritage Works Business Template

Heritage Works Business Agreement

This Heritage Works Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client seeks to retain Contractor to perform certain services related to heritage conservation, business development, design, research and related advisory functions as described herein; and

WHEREAS, Contractor represents that it has the professional expertise, personnel, and resources necessary to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

Scope of Work

Contractor shall perform the services and deliverables described in the Scope of Work below. Contractor will perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client agrees to pay Contractor for services performed in accordance with the terms below. All fees are exclusive of any applicable taxes unless otherwise stated.

Late payments shall incur a late fee of % per month applied to the outstanding balance after a grace period of days. In addition, Client shall reimburse Contractor for reasonable costs of collection, including attorney fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate for cause if the other party materially breaches any term of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic or other form, 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, including but not limited to business plans, financial information, designs, specifications, techniques, trade secrets, and client lists.

The receiving party shall (a) hold Confidential Information in strict confidence and use it solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing party. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is lawfully obtained from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law. Upon termination, the receiving party shall promptly return or destroy all Confidential Information and certify in writing that it has complied with this obligation.

Additional Provisions

Independent Contractor. Contractor is an independent contractor and not an employee, partner, agent or joint venturer of Client. Contractor is solely responsible for all taxes, withholdings and other statutory obligations associated with the compensation paid under this Agreement.

Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its business assets.

Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

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 in that State for disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits or schedules attached hereto and any written statements of work executed under this Agreement, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. If there is any conflict between an executed statement of work and this Agreement, the terms of this Agreement shall control unless the parties expressly agree otherwise in writing.

Notices

Representations and Warranties

Each party represents and warrants that (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement will not violate any agreement or obligation by which it is bound; and (c) it will comply with applicable laws in performing its obligations.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, whether based on contract, tort or any other theory. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Contractor under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Sign Now