# ARM'S LENGTH AGREEMENT
**This Arm's Length Agreement** ("Agreement") is made and entered into as of this [Insert Date] by and between:
**Party A:** [Insert Full Legal Name], a [Insert Entity Type, e.g., individual/corporation/LLC] with a principal place of business located at [Insert Address] ("Party A"),
AND
**Party B:** [Insert Full Legal Name], a [Insert Entity Type, e.g., individual/corporation/LLC] with a principal place of business located at [Insert Address] ("Party B").
**Collectively referred to as the "Parties."**
## RECITALS
WHEREAS, the Parties wish to establish an arm's length transaction that reflects the fair market value of the services or goods exchanged between them;
WHEREAS, the Parties acknowledge that this Agreement is made with the full understanding and consent of both Parties, and the terms herein are fair and reasonable;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the Parties agree as follows:
## 1. PURPOSE
The purpose of this Agreement is to outline the terms and conditions under which the Parties shall conduct their business relationship in an arm's length manner.
## 2. TERMS AND CONDITIONS
### 2.1. Description of Goods and Services
Party A agrees to provide [Insert Description of Goods/Services] to Party B, and Party B agrees to purchase the same at the agreed price of [Insert Amount] in consideration for the services rendered.
### 2.2. Payment
Party B shall make payment to Party A for the goods/services on or before [Insert Payment Due Date], in accordance with the following payment terms:
- [Insert Payment Terms, e.g., 50% upfront, net 30 days, etc.]
### 2.3. Performance Standards
Both Parties agree to perform their obligations under this Agreement in accordance with industry standards and practices, ensuring high-quality delivery of goods/services.
## 3. REPRESENTATIONS AND WARRANTIES
### 3.1. Authority
Each Party represents that it has the authority to enter into this Agreement and to perform its obligations hereunder.
### 3.2. Compliance with Laws
The Parties agree to comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of this Agreement.
## 4. CONFIDENTIALITY
Each Party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other Party during the term of this Agreement. This obligation shall survive the termination of this Agreement.
## 5. TERMINATION
### 5.1. Termination for Convenience
Either Party may terminate this Agreement without cause upon [Insert Notice Period, e.g., 30 days] written notice to the other Party.
### 5.2. Termination for Cause
Either Party may terminate this Agreement for cause if the other Party fails to perform any material obligation under this Agreement and does not remedy such failure within [Insert Cure Period, e.g., 10 days] of receiving notice thereof.
## 6. DISPUTE RESOLUTION
In the event of any dispute arising under or relating to this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved, the Parties agree to submit to mediation before pursuing any legal remedies.
## 7. MISCELLANEOUS
### 7.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State].
### 7.2. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings.
### 7.3. Amendments
This Agreement may only be amended in writing signed by both Parties.
### 7.4. Assignment
Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.
**IN WITNESS WHEREOF,** the Parties hereto have executed this Arm's Length Agreement as of the date first written above.
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**Party A:**
[Insert Full Legal Name]
By: ____________________________
Name: [Insert Name]
Title: [Insert Title]
Date: [Insert Date]
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**Party B:**
[Insert Full Legal Name]
By: ____________________________
Name: [Insert Name]
Title: [Insert Title]
Date: [Insert Date]
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**[Optional Notary Section]**
State of [Insert State]
County of [Insert County]
On this _______ day of __________, 20____, before me, a Notary Public, personally appeared [Insert Name(s)] known to me to be the person(s) described in and who executed the foregoing instrument.
Notary Public: ____________________________
My Commission Expires: ________________
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*This document is a template and should be adapted to meet the specific requirements and circumstances of the Parties involved.*