UHC Business Document Template

UHC Business Document Template

This Business Agreement is entered into as of (the Effective Date) by and between:

Recitals

WHEREAS, Party A is duly organized and in the business of providing the services described herein and represents that it has the skill, personnel, and resources necessary to perform such services; and

WHEREAS, Party B desires to engage Party A to perform the services under the terms and conditions of this Agreement, and Party A agrees to provide such services to Party B in accordance with this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and governance of the services to be provided.

Scope of Work

Party A shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties agree that any change in scope that materially affects cost or schedule will be governed by a written change order signed by authorized representatives of both parties.

Payment Terms

In consideration for the services rendered by Party A, Party B shall pay the amounts and according to the schedule set forth below. All amounts are payable in lawful currency and exclusive of applicable taxes unless otherwise stated.

If any undisputed amount due under this Agreement is not received by Party A within days after the applicable due date, Party B shall pay a late fee equal to per month on the overdue balance, or the maximum rate permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on and shall continue until , 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 cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice of the breach.

Upon termination, Party B shall pay Party A for all services performed and reimbursable expenses incurred through the effective date of termination. Termination shall not relieve either party of obligations accrued prior to termination.

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 given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, technical information, designs, trade secrets, and customer data.

The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was rightfully in the receiving party's possession without restriction prior to disclosure, or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. If required by law or court order to disclose Confidential Information, the receiving party shall provide prompt written notice to the disclosing party and cooperate reasonably to limit disclosure.

Representations, Warranties and Remedies

Each party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder. Party A represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

The parties acknowledge that monetary damages may be an insufficient remedy for breach of confidentiality or other material provisions of this Agreement and that the non-breaching party shall be entitled to seek equitable relief, including 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 its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

Entire Agreement; Amendments

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 oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding for all purposes.

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