USS ALABAMA Document Template

USS ALABAMA DOCUMENT TEMPLATE

This General Business Agreement ("Agreement") is made effective as of between:

RECITALS

WHEREAS, Owner is the entity responsible for the preservation, operation, and commercial/educational use of the vessel commonly known as USS ALABAMA; and

WHEREAS, Contractor has represented that it possesses the personnel, expertise, equipment, and licenses necessary to perform the services described in this Agreement; and

WHEREAS, Owner desires to engage Contractor and Contractor agrees to perform those services under the terms and conditions set forth herein.

SCOPE OF WORK

Contractor shall perform the tasks, provide personnel, labor, materials, equipment, and supervision necessary to complete the work described below in a professional and workmanlike manner, in accordance with industry standards and applicable law.

PAYMENT TERMS

Owner shall pay Contractor the compensation specified below in consideration for the performance of the Scope of Work. All payments are subject to the terms and conditions of this Agreement.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the due date until paid in full. Owner shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; if the breach is not curable within thirty (30) days, termination may occur if the breaching party does not commence cure immediately and pursue cure diligently to completion.

CONFIDENTIALITY

"Confidential Information" means all 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. The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents, or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information shall not include information that is (i) publicly known through no fault of the receiving party; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of Confidential Information. Upon termination or written request, the receiving party shall return or destroy Confidential Information, except to the extent retention is required by law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, the parties may pursue any remedy available at law or equity in the courts located in the county associated with the governing state.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and representations, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Contractor shall perform the services as an independent contractor. Nothing in this Agreement shall be construed to create the relationship of employer and employee, agent and principal, partnership, or joint venture between the parties. Contractor shall be solely responsible for all taxes, withholdings, workers' compensation and other statutory obligations applicable to its personnel.

Assignment: Neither party may assign or transfer this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that Owner may assign to a successor in interest to the vessel or its operations.

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