HRV Business Document Template

HRV Business Document Template

Document Analysis

Type of document: General Business Agreement establishing a contractor relationship between two commercial parties for provision of services and business deliverables.

Standard components included: WHEREAS recitals identifying parties and effective date; detailed Scope of Work; Payment Terms with amount, schedule and late fee; Term and Termination provisions with notice period; Confidentiality obligations; Governing law; Entire agreement clause; signature block for two parties.

Parties required to execute: two commercial parties (Client and Contractor). This form contains fields for party names, contact addresses, service description, payment mechanics, and signature lines with dates.

General Business Agreement

This General Business Agreement (the Agreement) is made and entered into as of by and between Client Name: , with principal address at , and Contractor Name: , with principal address at .

WHEREAS

WHEREAS, Client desires to engage Contractor to perform certain business services and deliverables as described herein; and

WHEREAS, Contractor represents that Contractor has the experience, personnel and resources necessary to perform such services and agrees to perform the services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Scope of Work

Contractor shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. Deliverables, milestones and acceptance criteria shall be set forth in writing and attached as an exhibit or as referenced in the Description of Services.

2. Payment Terms

Any amounts not paid within days after invoice due date shall accrue a late fee of percent per month, or the maximum permitted by law, whichever is less. Client is responsible for all reasonable collection costs, including attorneys' fees, incurred by Contractor to collect overdue amounts.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third parties except as permitted herein, and (c) use Confidential Information only to perform its obligations under this Agreement. The receiving party's obligations shall not apply to information that is (i) rightfully known to the receiving party prior to disclosure, (ii) becomes publicly known through no fault of the receiving party, (iii) is lawfully received from a third party without restriction, or (iv) independently developed without use of Confidential Information. Upon termination or written request, receiving party shall return or destroy Confidential Information as directed.

5. Intellectual Property; Work Product

Unless otherwise agreed in writing, Contractor grants Client a non-exclusive, perpetual, worldwide license to use work product delivered under this Agreement solely for Client's internal business purposes. Contractor represents that it has the right to grant such license and that the work product will not infringe third-party intellectual property rights. Any pre-existing Contractor materials used in the work product remain the property of Contractor, subject to a non-exclusive license to Client as necessary for use of the deliverables.

6. Representations and Warranties; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. CONTRACTOR'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. 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 in that State for resolution of disputes arising under this Agreement.

8. Notices

All notices required or permitted under this Agreement shall be in writing and sent to the addresses listed above or to such other address as a party may specify in writing. Notices shall be deemed given upon personal delivery, confirmed delivery by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, certified or registered, postage prepaid.

9. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings. Any amendment or modification must be in writing signed by both parties.

10. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign 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 merger or sale of substantially all of its assets.

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