Business Agreement Maes

BUSINESS AGREEMENT MAES

This Business Agreement Maes (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Service Provider"). The Client and the Service Provider are collectively referred to as the "Parties" and each individually as a "Party."

RECITALS

WHEREAS, the Client desires to engage the Service Provider to perform certain services related to the Client's business operations, including but not limited to consulting, implementation, and support as further described in this Agreement; and

WHEREAS, the Service Provider represents that it possesses the necessary experience, personnel and qualifications to perform the services in a competent and professional manner; and

WHEREAS, the Parties wish to set forth the terms and conditions under which the Service Provider will provide such services to the Client.

SCOPE OF WORK

The Service Provider shall perform the work described above in a timely, professional manner and shall provide all labor, materials and equipment necessary to complete the work unless otherwise stated in writing. Any material changes to the Scope of Work shall require written agreement signed by both Parties and may be subject to adjustment in fees and schedule.

PAYMENT TERMS

Unless otherwise set forth in the Payment Schedule, invoices are due within days of receipt. Late payments shall accrue interest at a rate of percent per month (or the maximum rate permitted by law, if lower), calculated monthly on the outstanding balance. The Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred in the enforcement of unpaid amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either Party may terminate this Agreement for convenience upon the giving of written notice to the other Party in accordance with the Notice provision below. Either Party may terminate immediately for material breach by the other Party if such breach is not cured within days after written notice of such breach. Termination shall not relieve the Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, technical and financial information that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Each Party shall: (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except as necessary to perform under this Agreement and subject to confidentiality obligations no less protective than those set forth herein; and (iii) use Confidential Information only for the purposes of performing its obligations under this Agreement.

The obligations in this section shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which confidentiality obligations shall continue for as long as such information remains a trade secret under applicable law.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by reputable overnight courier to the addresses set forth above (or to such other address as either Party may specify in writing).

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement or delegate its obligations hereunder without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles that would result in the application of another jurisdiction's laws.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto and any written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties.

Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute valid provision that comes closest to the Parties' intent.

Sign Now