Business ADM Template

Business ADM Template

This Business Administrative Services Agreement (the Agreement) is made effective as of by and between (Client) and (Service Provider).

RECITALS

WHEREAS, Client seeks to engage the Service Provider to perform certain administrative, management, and other business support services necessary to operate portions of Client's business; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the services described in this Agreement in a professional manner; and

WHEREAS, the parties desire to set forth herein the terms and conditions under which Service Provider will provide such services and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall provide administrative and business development management services as described below. The services shall include, without limitation, the tasks and deliverables set forth in the Scope of Work field and any attachments agreed to by the parties.

PAYMENT TERMS

Client shall pay Service Provider the compensation described below in consideration for Services performed. All fees are exclusive of applicable taxes unless otherwise stated.

Service Provider shall submit invoices to Client in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Any disputed amounts shall be notified in writing within seven (7) business days of receipt of invoice; undisputed portions remain payable.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the due date until paid in full. Additionally, Service Provider may suspend performance for invoices overdue more than days after written notice.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to the intended termination date. Termination shall not relieve Client of the obligation to pay for Services rendered through the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Material breach includes, but is not limited to, failure to pay amounts owing or repeated failure to perform duties set forth in the Scope of Work.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Service Provider shall maintain the confidentiality of Client Confidential Information and shall not disclose such information to third parties except as required for performance of the Services and as permitted by Client in writing.

The obligations in this section do not extend to information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was known to the receiving party prior to disclosure as documented by written records; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the other party's Confidential Information. Upon termination or expiration of this Agreement, receiving party shall return or destroy Confidential Information as requested by disclosing party.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may specify by notice in accordance with this section.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligent acts or willful misconduct in the performance of its obligations hereunder.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

The parties acknowledge that they have had the opportunity to seek independent legal counsel prior to execution of this Agreement, and that this Agreement shall be interpreted neutrally and not for or against either party by reason of authorship.

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