Miscellaneous ADHHC Document

Miscellaneous ADHHC Document

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

WHEREAS

WHEREAS, Client requires certain professional services and deliverables in connection with general business operations, and Provider represents that it has the experience, personnel and resources necessary to furnish such services on the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider; and

WHEREAS, the parties intend for this Agreement to constitute a binding contract governing their rights and obligations with respect to the subject matter hereof.

SCOPE OF WORK

Provider shall perform the services and deliver the work product described below in a professional and workmanlike manner in accordance with industry standards. The scope of work shall include, but not be limited to:

PAYMENT TERMS

In consideration for the performance of the services, Client shall pay Provider in accordance with the following terms and schedule.

If payment is not received within the period specified above, Client shall pay interest at the lesser of: or the maximum rate permitted by law. A late fee minimum of shall apply to any delinquent invoice.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered 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 that remains uncured for a period of 15 days after written notice of such breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, in writing, or by inspection, 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. Confidential Information includes trade secrets, business plans, customer lists, pricing, financial information, and technical data.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors with a need to know who are bound by written confidentiality obligations at least as protective as those contained herein.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach by Receiving Party, (ii) was rightfully in Receiving Party's possession prior to disclosure, (iii) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, or (iv) is rightfully obtained from a third party without restriction and without breach of an obligation to Disclosing Party.

Return or Destruction: Upon termination or written request, Receiving Party shall promptly return or destroy (and certify destruction of) all materials containing Confidential Information, except to the extent retention is required by law, provided that retained copies shall remain subject to the confidentiality obligations herein.

Remedies: The parties acknowledge that breach of this confidentiality provision may cause irreparable harm for which monetary damages would be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or appendices executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties, understandings, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the contact information provided below for each party. Notices are effective upon personal delivery, three days after deposit with a recognized courier service, or five days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

Independent Contractor; Assignment: Provider is an independent contractor and not an employee, joint venturer or agent of Client. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or successor in interest.

Severability; Waiver: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any right or remedy shall not constitute a waiver of that or any other right.

Sign Now