HUD Document Template

HUD Document Template — General Business Agreement

Effective Date:

Parties

Recitals

WHEREAS, Contractor is duly organized and experienced in providing services related to property rehabilitation, compliance review, and project management consistent with applicable housing program standards; and

WHEREAS, Owner desires to engage Contractor to perform certain services described in this Agreement in connection with the project located at and Contractor is willing to perform such services under the terms set forth herein.

WHEREAS, the parties intend that services provided hereunder shall conform to applicable program standards, recordkeeping requirements, and audit obligations pertaining to funding or oversight actions relevant to the project.

Scope of Work

Contractor shall furnish all labor, materials, supervision, equipment and documentation necessary to perform the services set forth above in a professional manner consistent with industry standards and any program-specific requirements identified by Owner. Deliverables include, at minimum: project schedule, monthly progress reports, cost documentation, and final close-out documentation.

Payment Terms

Total Compensation: $

Invoices submitted by Contractor shall include supporting documentation sufficient to substantiate charges and compliance with program requirements. Owner shall remit undisputed amounts within days of receipt of a proper invoice.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is less. Owner shall be responsible for reasonable collection costs.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Termination for Cause: Either party may terminate immediately upon material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for performing its obligations under this Agreement, and (c) restrict disclosure to its employees, subcontractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known other than through the receiving party's breach, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of or reference to the disclosing party's Confidential Information.

Duration: The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of years, or for the maximum period permitted by law, whichever is longer.

Compliance and Records

Contractor shall comply with all applicable laws, ordinances and program standards relevant to the services, including recordkeeping, audit and inspection obligations. Contractor shall retain project records for a period of not less than years following final payment and shall make such records available to Owner or oversight entities upon reasonable request.

Indemnification and Insurance

Contractor shall indemnify, defend and hold harmless Owner from and against any claims, losses or liabilities arising out of Contractor's negligent performance or willful misconduct. Contractor shall maintain insurance coverage appropriate to the scope of services, including commercial general liability and workers' compensation where applicable, and shall provide certificates of insurance upon Owner's request.

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.

Entire Agreement

This Agreement, including any attachments and incorporated exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified above or to such other address as a party may designate by written notice. Notices shall be effective upon receipt.

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