Miscellaneous HMOCRO Template

Miscellaneous HMOCRO Template

This General Business Agreement ("Agreement") is entered into as of by and between Client Name: with principal address at ("Client"), and Service Provider Name: with principal address at ("Provider"). Collectively, Client and Provider are the "Parties."

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services and related deliverables described herein; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall furnish all labor, materials, equipment and supervision necessary to complete the work in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

All fees are exclusive of applicable taxes. Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, undisputed invoices not paid when due shall accrue interest as set forth in the Late Payment Fee, and Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on , (the "Effective Date") and continues until , unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for cause if the other Party materially breaches any obligation hereunder and fails to cure such breach within days after written notice. Either Party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of payment obligations for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential. Each recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no breach; (ii) is rightfully received from a third party without an obligation of confidentiality; (iii) is independently developed without use of the other Party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing Party gives prompt notice and cooperates to seek protective treatment. The obligations in this section survive termination for years.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or recognized overnight courier, and shall be deemed given upon receipt.

MISCELLANEOUS

Relationship of Parties: Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership or agency relationship. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages and expenses arising from its breach of this Agreement or its negligent or willful acts or omissions.

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