# Implied Covenant of Good Faith and Fair Dealing Contract Agreement
**This Implied Covenant of Good Faith and Fair Dealing Contract Agreement ("Agreement") is made and entered into as of [Date], by and between [Party A Name], a [State] [Entity Type], with a principal place of business at [Address] ("Party A") and [Party B Name], a [State] [Entity Type], with a principal place of business at [Address] ("Party B").**
## WHEREAS:
1. **Purpose**: The purpose of this Agreement is to outline the implied covenant of good faith and fair dealing that governs the relationship between Party A and Party B in connection with their contractual engagements and obligations.
2. **Scope**: This Agreement applies to all agreements, contracts, and dealings (collectively “Transactions”) between Party A and Party B.
## TERMS AND CONDITIONS:
### 1. Implied Covenant
Both parties agree that in the performance and enforcement of all Transactions, they shall be subject to an implied covenant of good faith and fair dealing. This covenant requires the parties to act honestly, fairly, and with integrity, thereby promoting trust and cooperation.
### 2. Obligations of the Parties
- **Good Faith Performance**: Each party shall undertake their respective obligations under any Transaction in a manner that reflects good faith and fair dealing.
- **Reasonable Cooperation**: The parties shall cooperate with each other reasonably and in good faith to achieve the intended purposes and objectives of the Transactions.
- **Discovery of Issues**: Each party shall promptly notify the other of any circumstances that may hinder or prevent the fulfillment of any provision of the Transactions.
### 3. Prohibited Conduct
The parties shall not engage in conduct that undermines the intent and spirit of the Transactions, including but not limited to:
- Undermining the rights and interests of the other party.
- Failing to fulfill obligations in a manner that may unfairly disadvantage the other party.
- Deliberately delaying or obstructing the performance of any provision of the Transactions.
### 4. Dispute Resolution
In the event of a dispute arising from or related to this Agreement or the Transactions, the parties agree to resolve the dispute through amicable negotiations. If the negotiations fail, the parties may pursue mediation or other forms of alternative dispute resolution before resorting to litigation.
### 5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
### 6. Amendment and Waiver
No amendment or waiver of any term or provision of this Agreement shall be effective unless in writing and signed by both parties.
### 7. Severability
If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
### 8. Entire Agreement
This Agreement constitutes the entire understanding between Party A and Party B regarding the implied covenant of good faith and fair dealing. It supersedes all prior agreements, understandings, and negotiations, whether written or oral, relating to the same subject matter.
## IN WITNESS WHEREOF:
The parties hereto have executed this Implied Covenant of Good Faith and Fair Dealing Contract Agreement as of the date first above written.
**[Party A Name]**
By: ______________________
Name: ____________________
Title: ____________________
Date: ____________________
**[Party B Name]**
By: ______________________
Name: ____________________
Title: ____________________
Date: ____________________
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*This document is a sample and may need to be tailored to meet specific requirements and legal standards.*