Holly Business Document Template

HOLLY BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of Day: Month: Year: by and between Client Name: and Service Provider Name: .

RECITALS (WHEREAS)

WHEREAS, Client desires to retain Provider to perform certain business services and deliverables as described herein; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services and is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties agree to memorialize their respective rights and obligations in this Agreement.

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. Provider shall supply all labor, materials, equipment, and supervision necessary to complete the services unless otherwise stated.

2. PAYMENT TERMS

Compensation: Client shall pay Provider for services rendered in accordance with the rates and schedule set forth below. All fees are exclusive of taxes unless otherwise specified.

Late Payment: Any amount not received by Provider within days of invoice due date shall incur a late fee of % per month on the outstanding balance, or the maximum lawful rate if lower. Provider may suspend services for invoices more than days overdue after providing written notice.

3. TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement for material breach if such breach remains uncured for a period of days after written notice specifying the alleged breach. Material breach includes failure to pay, failure to perform services, or violation of confidentiality obligations.

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic, or otherwise, 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.

Obligations: The receiving party shall (a) use Confidential Information solely for the purposes of performing this Agreement, (b) restrict disclosure to employees, agents, or subcontractors who have a need to know and are bound by substantially similar confidentiality obligations, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions and Duration: Confidential Information does not include information that is (i) publicly available other than by breach of this Agreement, (ii) already known by the receiving party at the time of disclosure, or (iii) lawfully obtained from a third party without confidentiality obligations. Confidentiality obligations shall survive termination of this Agreement for a period of years, or for the maximum period permitted by law, whichever is longer.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

6. GOVERNING LAW

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

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

8. MISCELLANEOUS

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 Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: Notices shall be in writing and delivered to the addresses provided by the parties. Notices are deemed given upon personal delivery, one business day after deposit with a commercial overnight carrier, or three business days after deposit in the U.S. mail, postage prepaid.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

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