Miscellaneous UHC045 Document Template

MISCELLANEOUS UHC045 DOCUMENT TEMPLATE

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

WHEREAS

WHEREAS, Client engages Contractor to perform certain business services, and Contractor has the requisite experience and capacity to provide such services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor shall provide the services and Client shall pay for such services.

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

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Contractor the total compensation set forth below in consideration for the Scope of Work. All amounts are in U.S. Dollars.

Invoices shall be due and payable within days of receipt. Late payments shall accrue interest at the rate of on the unpaid balance, calculated monthly until paid in full. Client shall also reimburse Contractor for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

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

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, visually, or in writing, 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, without limitation, business plans, financial information, client lists, technical data, trade secrets, and pricing.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure of Confidential Information to employees, contractors, and 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.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure as documented in written records; (iii) is rightfully received from a third party without confidentiality obligations; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination of this Agreement, Receiving Party shall return or destroy all Confidential Information as directed by Disclosing Party and certify such return or destruction in writing if requested.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to that State's conflict of law principles. Any dispute arising under or in connection with this Agreement shall be resolved in courts of competent jurisdiction located within that State.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by an authorized representative of each party.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Independent Contractor: Contractor shall perform services as an independent contractor and not as an employee, agent, or partner of Client. Contractor is solely responsible for all taxes, insurance, and benefits related to its personnel.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages.

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