THIS AGREEMENT is made on the …………..day of……….20……., (hereinafter “Effective Date”) by Company A and Company B (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
Commencement and Duration: This Agreement shall be valid from the Effective Date for one (1) year, and this term shall be renewable if the Parties consent to the renewal in writing.
The Alliance. Company A wishes to form an alliance with Company B wherein Company B shall offer ________________________services to Company A’s clients. Company B shall perform the Services to the best of their ability, according to Company A’s guidelines and specifications and with the standard of care prevailing in the industry. They shall perform the Services pursuant to the implicit and express terms hereof, to the reasonable satisfaction of Company A, and shall protect Company A’s interests with the diligence of a responsible businessman.
Compensation. As compensation under this Agreement, the parties agree to payments that are dependent and might have variances based on the type of project, complexity, extension, and revisions.
Conflict of Interest. Company B warrants to Company A that it does not currently directly or indirectly engage with any competing business to that of Company A. During the term of this Agreement, Company B shall not directly or indirectly engage in business that in Company A’s judgment, is a competing business to Company A.
Non-solicitation. For the duration of this Agreement, any subsequent agreement executed for the same or similar purpose, and after the termination of this Agreement, Company B shall not interfere with Company A’s relationship with, or endeavor to entice away from Company A, their clients, any officer, director or employee or any person who had a material business relationship with Company A in the duration of this Agreement.
Specifically, and without limiting the generality of the foregoing, if this Agreement is not renewed, Company B shall not contact Company A’ clients for at least five (5) after the termination of the Agreement.
Indemnification. A Party shall indemnify the other Party from and against all claim, loss, and damage caused by them in connection with this Contract. In the event the claim, loss, or damage are caused jointly by the Parties, each Party shall bear the claims, loss, or damage in proportion to their degree of contribution to the claim, loss, or damage. Each of the Parties hereto acknowledges that a breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Parties hereby agree that the other Party may seek equitable relief in the event of any breach or threatened breach of this Agreement, including injunctive relief against any breach thereof and specific performance of any provision thereof, in addition to any other remedy to which the other Party may be entitled.
Relationship of the Parties. This Agreement shall not imply any employment, joint venture, partnership, or franchise relationship among the Parties. Unless otherwise specifically agreed, the Parties have no authority to make contracts on behalf of or in any way to bind the other Party with third parties.
Non-assignment. Neither Party shall transfer or assign this Agreement without the other Party’s consent which consent shall not be unreasonably withheld or delayed.
Confidentiality. All non-public, confidential or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the other Party.
Further Assurances. Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
Force Majeure. For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.
Either Party may terminate this Agreement upon giving the other Party no less than ________days’ notice in writing. If a Party wishes to terminate the Contract with less than these stated days, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
Company A may terminate this Agreement due to but not limited to non-performance by Company B or Solicitation of Company A’s clients by Company B.
Upon expiration or termination of this Agreement for any reason whatsoever, the Parties shall immediately cease any activity in connection with this Agreement upon terms and conditions specified by the other Parties.
The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
Return of the property: Upon the expiration or termination of this Agreement or demand by a Party, a Party shall return any property, including but not limited to; documentation, records, or confidential information belonging to the other Party. All property should be returned in the same condition at issuance failure to which damages shall become payable. Reasonable wear and tear will be allowed. Lost or damaged property shall be reimbursed in an amount equal to the market price of such property.
Dispute resolution. Parties agree to settle disputes under this Agreement through Mediation. Should Mediation fail, Parties shall result to (select one)
☐Binding Arbitration ☐Non-binding Arbitration
Court Costs and Attorneys’ Fees. In any action under this Agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.
Mutual Representations and Warranties: Both Parties represent and warrant that each Party has the capacity and authority to execute and deliver this Agreement and perform their obligations herein. Parties also acknowledge that they have been provided with the opportunity to negotiate this Agreement and seek legal counsel before signing this Agreement. They have entered into this Agreement freely and voluntarily. The Parties also represent and warrant that they have truthfully made all necessary disclosures.
This Agreement may be amended only by the written consent of the Parties hereto.
If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
This Agreement constitutes the entire Agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach.
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
Any references herein to the masculine gender or to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
This Agreement shall be governed in all respects by the laws of the State of Florida without regard to its conflict of law provisions.
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
Company A: ____________________________________________________________________
Company B: ____________________________________________________________________
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.
Signed by the duly authorized representative of COMPANY A Signature: Name: Designation: Date:……………………………………………………
Signed by the duly authorized representative of COMPANY B Signature: Name: Designation: Date:…………………………………………………..
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