# Implied in Fact Contract Agreement
**This Agreement is made and entered into as of [Date], by and between:**
**Party A:**
[Name of Party A]
[Address of Party A]
[City, State, Zip Code]
[Email Address]
[Phone Number]
**and**
**Party B:**
[Name of Party B]
[Address of Party B]
[City, State, Zip Code]
[Email Address]
[Phone Number]
**RECITALS**
WHEREAS, Party A and Party B have engaged in certain activities that imply a mutual agreement to the terms outlined herein; and
WHEREAS, both parties acknowledge that their actions, communications, and conduct establish a series of expectations regarding their respective rights and responsibilities during their interactions;
**NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:**
## 1. **Scope of Agreement**
The parties agree that this contract is implied in fact based on their conduct and mutual understanding regarding the provision of certain services and/or exchange of goods. Such services and/or goods include, but are not limited to:
- [Description of Service or Goods]
- [Description of Service or Goods]
- [Description of Service or Goods]
## 2. **Expectations and Obligations**
- **Party A’s Obligations:**
- Party A agrees to provide [specific services or goods] to Party B as previously discussed.
- Party A shall ensure that all services provided shall meet the industry standards applicable to such services.
- **Party B’s Obligations:**
- Party B agrees to compensate Party A for the services and/or goods rendered. The compensation is to be understood as [payment amount, method of payment, etc.].
- Party B shall provide any necessary materials or information that Party A requires to perform their obligations.
## 3. **Duration**
This implied contract shall remain in effect from [start date] until [end date] or until terminated by either party with reasonable notice (e.g., [specific notice period]).
## 4. **Termination**
Either party may terminate this Agreement at any time upon written notice to the other party if the other party fails to perform its obligations under this Agreement, subject to a cure period of [number of days] following receipt of written notice.
## 5. **Modifications**
This Agreement may only be modified or amended in writing and signed by both parties.
## 6. **Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 7. **Severability**
If any provision of this Agreement is determined to be invalid or unenforceable in any way, the validity and enforceability of the remaining provisions shall not be affected.
## 8. **Entire Agreement**
This Agreement constitutes the entire understanding between the parties regarding the subject matter herein and supersedes all prior agreements and understandings, whether written or oral.
## IN WITNESS WHEREOF, the parties hereto have executed this Implied in Fact Contract Agreement as of the date first above written.
**Party A:**
_____________________________
[Name of Party A]
[Title or Position]
[Date]
**Party B:**
_____________________________
[Name of Party B]
[Title or Position]
[Date]
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*Note: This template is for informational purposes only and may not cover all legal requirements specific to your situation. It is recommended to consult with a legal professional before signing any contracts.*