Business All Star Template

BUSINESS ALL STAR TEMPLATE

This Business All Star Agreement ("Agreement") is made effective as of , by and between: Client Name: and Service Provider Name: .

Parties and Contact Information

WHEREAS

WHEREAS, Client engages in the operation of a business seeking professional services related to marketing, operations, technology, or other commercial initiatives, and desires to retain Service Provider to perform certain services under the terms set forth herein.

WHEREAS, Service Provider represents that it has the experience, professional qualifications, personnel and resources required to perform the services described in this Agreement and agrees to perform such services in a competent and professional manner in accordance with industry standards.

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services to be provided and to allocate risks between them.

Scope of Work

Service Provider shall perform the services and deliverables described below. The description may be amended by written agreement of the parties. Service Provider will provide personnel, materials, equipment and supervision necessary to perform the work.

Payment Terms

In consideration for Services performed, Client shall pay Service Provider the fees and reimburse expenses as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing. Unless otherwise stated, payments are non-refundable.

If any undisputed amount due under this Agreement is not paid within days after the due date, Client shall pay interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Service Provider may assess a fixed late charge of for each late invoice.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, 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. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was in the receiving party's lawful possession prior to disclosure by the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses for its own similar confidential information but in no event less than reasonable care; (ii) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of years.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, either party may pursue any available legal or equitable remedies.

Entire Agreement; Miscellaneous

This Agreement, including 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 representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver by either party of any breach or default shall not constitute a waiver of any subsequent breach or default.

Acceptance

By signing below, the parties acknowledge that they have read and understood this Agreement, that they have authority to bind the respective parties, and that they agree to be bound by its terms.

Sign Now