Random & Incomplete Collection of
Contract Boilerplate
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THIS AGREEMENT is made and entered into by and between ### ("First Party") and ### ("Second Party").

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

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2. COMMUNICATIONS. All communications between the Parties, including email correspondence, shall be accomplished using the address information contained in the "Notice" section of his Agreement (below)

3. DUTIES. During the term of this Agreement the Independent Contractor shall serve the Corporation by performing the duties described in the "Scope of Services" which is attached hereto and labeled "Exhibit A".

4. TIME REQUIREMENTS. The Independent Contractor shall devote sufficient time to its duties under this Agreement as may be necessary and shall periodically, or at any time upon the request of the Corporation, submit data as requested.

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The parties hereto are independent contractors. No other relationship, legal or otherwise, shall be deemed to have been created by this agreement, including without limitation, a partnership, joint venture, employer/employee, or principal/agent relationship

Neither party shall assign this agreement, or any interest therein, without the prior written consent of the other party except that ### can assign its contract obligations and benefits to its for-profit subsidiary.

15. INDEMNIFICATION AND HOLD HARMLESS. The Contractor shall indemnify and hold harmless the Corporation and its employees and agents from any and all liabilities, losses, suits, claims, judgments, fines, demands or damages, including reasonable attorneys' fees and costs of defense arising out of, relating to, or resulting from the Contractor's negligent acts or omissions or willful misconduct. Similarly, the Corporation shall indemnify and hold harmless the Contractor and employees, and agents from any and all liabilities, losses, suits, claims, judgments, fines, demands or damages, including reasonable attorneys' fees and costs of defense arising out of, relating to, or resulting from the Corporation's negligent acts or omissions or willful misconduct.

This agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, and successors.

This Contract constitutes the entire agreement between the parties hereto pertaining to the subject matter contained herein. No supplement, modification, or amendment of this Contract shall be binding unless executed in writing by all authorized representatives of the parties.

This Contract may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

NOTICES:  All notices or other communication given pursuant to this Agreement shall be in writing and shall be delivered by personal service, email or by the United States Postal Service using the addresses indicated below (or the same may be changed from time to time). Such notice shall be deemed to be given on the day on which is was emailed or actually received, whichever is earlier.
This Contract shall be subject to and governed by the laws of the State of Florida, both substantive and remedial. Nothing herein shall limit or impair the applicability of any federal laws which may preempt the application of state law.

The parties, by mutual consent, may terminate the contract at any time.

If ### unilaterally terminates the contract without the consent of #### despite the continuing good faith performance by ### of its contract obligations, ### will be obligated to pay #### liquidated damages of $###.

COLLECTION FEES: If the Note is referred to an attorney for collection, the Borrower shall pay all sums, including reasonable attorney's fees, incurred by the Lender, together with all statutaory costs, disbursements and allowances, with or without the institution of a legal action or proceeding. All such sums, with interest theron at the rate set forth in the Loan Documents, shall be deemed to be secured by the Loan Documents and shall be collectable out of the collateral referred to therein.

LATE CHARGES: In the event that any payment provided for herein, or under the Note, shall be made more than fifteen (15) days after thedue date thereof, a "late charge" of four (4%) percent of such payment shall become immediately due to the Lender as liquidated damages for failure to make prompt payment. Such charges shall be payable not later than the due date of the next payment and shall be secured by the Loan Documents.

Waiver of Jury Trial. The parties hereby knowingly, voluntarily and intentionally waive any right either may have to a trial by jury with respect of any litigation based on this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either party.

Heir, Successors, and Assigns. Whenever one of the parties hereto is named or referred to herein, the heirs, successors assigns of such party shall be included and all covenants and agreements contained in this Agreement, by or on behalf of either party, shall bind and inure to the benefit of their respective heirs, successors, and assignees, whether so expressed or not.

Headings. The headings of the articles, sections, paragraphs, and subdivisions of this Agreement are for convenience of reference only, and are not to be considered a part hereof, and shall not limit or expand or otherwise affect any of the terms hereof.

GENDER: Whenever the context of any provisions shall require it, the singular number shall be held to include the plural number and the plural number shall be held to include the singular number, and the use of any gender shall include any other or all genders.

Legal Effect. This Agreement sets forth the current intentions of the parties with respect to the activities described herein, but in no way gives rise to any legally binding obligations other than those contained herein.

Third Party Beneficiaries. Neither party intend to directly or substantially benefit any third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement.

Both parties have substantially contributed to the drafting and negotiation of this Agreement and this Agreement shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. The parties hereto acknowledge that they have thoroughly read this Agreement, including all exhibits and attachments hereto, and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein.

Jurisdiction: This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Venue for litigation concerning this Agreement shall be in Miami-Dade County, Florida.

Severance: Should any clause or provision of this Agreement be determined to be illegal, invalid or unenforceable under any present or future law by final judgment of a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby. It is the intention of the parties that if any such provision is held to be illegal, invalid or unenforceable, there will be added in lieu thereof a legal, valid and enforceable provision that is as similar as possible in terms to the illegal, invalid or unenforceable provision, which is agreed to by both parties.

Attorneys' Fees. In this Agreement, all references to attorneys' fees shall include all reasonable fees charged by an attorney for services and the services of any paralegals, legal assistants or law clerks, including (but not limited to) fees charged for representation at the trial level, in all appeals, and in any bankruptcy proceeding, together with all costs incurred. Except as otherwise expressly set forth in this Agreement, the parties agree that in the event of any mediation, arbitration or court proceeding for the enforcement, defense, or interpretation of either party's rights under this Agreement, each party shall bear its own attorneys fees and costs.

10.2 The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by confidential mediation before resorting to litigation. A party shall initiate mediation by sending written notice to the other party. If the parties cannot agree upon a mediator by mutual consent within ten (10) days of that written notice the mediator shall be appointed through the Alternative Dispute Resolution program sponsored by the Circuit Court for the 11th Judicial Circuit of the State of Florida. The cost of the mediation shall be split equally by the parties.

7. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to constitute one agreement. It is understood and agreed that if scanned PDF copies of this Agreement bearing facsimile signatures are exchanged between the parties, such copies shall in all respects have the same weight, force and legal effect and shall be fully as valid, binding, and enforceable as if such signed scanned copies were original documents bearing original signatures.

Waiver: No express or implied consent or waiver by a party to or of any breach or dealt by the other party in the performance by such other party of its obligations under this Agreement will be deemed or construed to be a consent or waiver to or of any other breach or dealt in the performance by such other party of the same or any other obligations of such other party hereunder. Failure by a party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues will not constitute a waiver by such party of it rights hereunder. The giving of consent by a party in any one instance will not limit or waive the necessity to obtain such party's consent in any future instance.

COVENANT NOT TO COMPETE. For the duration of this Agreement and for a period of two (2) years following its termination __________ (a) will not, directly or indirectly, own, manage, operate, control, be employed by, perform services for, consult with, solicit business for, participate in, or be connected with the ownership, management, operation, or control of any business which performs services materially similar to or competitive with those provided by the Company, in any Market Area (as hereinafter defined) where the Company has had an office or sold products or provided services to customers during the period Employee/Volunteer is employed by the Company. If the location where the Company has had an office or has sold products or provided services to customers is within a standard metropolitan statistical area as designated by the federal government, the term “Market Area” shall be that standard metropolitan statistical area. In all other cases, the term “Market Area” shall mean the county where the Company has had an office or has sold products or provided services to customers.

Authority to Execute. The parties each warrant and represent to the other than the individuals signing this Agreement on their behalf have full power and authority to execute and deliver the Agreement and to bind the respective parties hereto.

No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.

Final Agreement. This Agreement terminates and supersedes any and all prior understandings or agreements between the parties. No modifications or changes in this Agreement shall be valid or binding upon the parties unless in writing and executed by the parties.

17. CONFIDENTIALITY. Each Party shall hold in confidence any information obtained from the other Party during the course of this Agreement. In the event that information is required to be disclosed pursuant to subsection (f) below, the Party required to make disclosure shall notify the other to allow that Party to assert whatever exclusions or exemptions may be available to it under such law or regulation.
NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS Contractor will not at any time, in any fashion, form, or manner, either directly or indirectly divulge, disclose, or communicate to any person, firm, or corporation in any manner whatsoever any information of any kind, nature, or description concerning any matters affecting or relating to the business of Corporation, including, without limitation, the names of any its customers, the prices it obtains or has obtained, or at which it sells or has sold its housing, or any other information concerning the business of Corporation, its manner of operation, or its plans, processes, or other data of any kind, nature, or description without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important. The parties hereby stipulate that, as between them, the foregoing matters are important, material, and confidential, and gravely affect the effective and successful conduct of the business of Corporation, and its good will, and that any breach of the terms of this section is a material breach of this agreement.

ATTORNEY FEES. This agreement shall be binding on and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors, and assigns. This Agreement may be amended only by written agreement duly executed by an authorized representative of each party (email is acceptable). If any action at law or in equity is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, whether at pre-trial, trial or appellate levels, which may be set by the court in the same action or in a separate action for that purpose, including reasonable costs and fees awarded in such action, in addition to any other relief to which the party may be entitled.

ASSIGNMENT OR DELEGATION. Contractor represents and warrants that it has sufficient resources, staff or employees to timely perform its duties outlined herein. Contractor may not assign its rights or delegate or subcontract its duties under this Agreement (except to its employees) unless the Corporation shall have given its prior written consent thereto, which consent shall not be unreasonably conditioned, withheld or delayed. If a subcontractor is engaged to perform services no additional compensation will be required.

4. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by any of the parties hereto without the written consent of the other party.

5. The descriptive paragraph headings of this Agreement are inserted for convenience only and are not intended to and shall not be construed to limited, enlarge, or affect the scope or intent of this Agreement nor the meaning of any provision hereof.

(c) This Agreement and the rights and obligations of the parties hereto shall be governed and construed and enforced in accordance with the laws of the State of Florida.

(d) This Agreement embodies the entire agreement and understanding between the parties ing to the subject matter hereof and supersedes all prior agreements and understandings related to such subject matter, and it is agreed that there are no terms, understandings, representations or warranties, express or implied, other than those set forth herein.

(e) This Agreement shall not be amended or modified in any respect without the prior written consent of each party hereto.

(f) No party hereto shall file or attempt to file this Agreement of record.

INJUNCTIVE RELIEF:  The Recipient herein acknowledges: (i) the unique nature of the protections and provisions established and contained within this Agreement, (ii) that the Company shall suffer irreparable harm if the Recipient should breach any of said provisions, and (iii) that monetary damages would be inadequate to compensate the Company for said breach. Therefore, should the Recipient cause a breach of any of the provisions contained within this Agreement, the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce said provisions.

RELATIONSHIP BETWEEN PARTIES. [**OPTION**] The Contractor is retained by the Corporation only for the purposes and to the extent set forth in this Agreement, and his relation to the Corporation shall, during the period or periods of his services hereunder, be that of an independent contractor. The Contractor shall be free to dispose of such portion of his entire time, energy, and skill during regular business hours as he is not obligated to devote hereunder to the Corporation in such manner as he sees fit and to such persons, firms, or corporations as he deems advisable. The Contractor shall not be considered as having an employee status or as being entitled to participate in any plans, arrangements, or distributions by the Corporation pertaining to or in connection with any insurance, pension, stock, bonus, profit-sharing, or similar benefits for their regular employees.

(g) In the event any provision hereof is deemed to be unenforceable or against public policy, then such provision shall be deemed omitted from this Agreement and to the extent possible such provision shall be replaced with an enforceable provision which corresponds with the spirit of the omitted provision, and no other provision of this Agreement shall be affected by such omission or unenforceability.

(h) The parties agree that the prevailing party in any action or dispute involving litigation concerning the subject matter hereof, shall be entitled to attorneys’ fees and court costs.

(i) The waiver by any party of any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach.

(j) All capitalized terms herein shall have the same meanings as set forth in the Partnership Agreement, except as otherwise expressly set forth herein.

IN WITNESS WHEREOF, the parties hereto agree to the above terms and have either directly signed their names below or have caused it to be signed in their names by a duly authorized agent.

(First Party)

By____________________________________ date: _______________
President

(Second Party)

By____________________________________ date: _______________
President