USDA Document Template

USDA DOCUMENT TEMPLATE — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into effective as of by and between:

Provider Name:

Provider Address:

Recipient Name:

Recipient Address:

WHEREAS

WHEREAS, Provider is engaged in the business of providing goods and services related to agricultural program support, technical assistance, and project administration and has the qualifications and capacity to perform the services described in this Agreement; and

WHEREAS, Recipient requires Provider to perform the services and deliverables identified in this Agreement in connection with the project titled ;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Contract Price/Amount: $

Deposit/Initial Payment: $    Final Payment Due Upon:

Late Payment Fee:    Interest on unpaid amounts will accrue as specified above and costs of collection, including attorney fees, will be recoverable.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured after days' written notice. Termination for convenience by Recipient requires days' prior written notice and payment for all Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence all non-public, proprietary, or business information disclosed by the other party (Disclosing Party) and 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 does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (a) use the Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Upon termination or upon written request, the Receiving Party will return or destroy the Disclosing Party's Confidential Information and certify in writing that it has done so to the extent practicable.

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. Exclusive venue for disputes shall be the state or federal courts located in that state unless the parties agree in writing otherwise.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, indirect, punitive, or special damages.

ENTIRE AGREEMENT

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

NOTICES

ADDITIONAL PROVISIONS

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

Subcontracting: Provider may engage subcontractors, provided Provider remains responsible for the performance of all obligations under this Agreement and ensures subcontractors are bound by confidentiality and performance obligations consistent with this Agreement.

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