Business All State Agreement

Business All State Agreement

This Business All State Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client operates a business engaged in commercial activities and desires to engage Service Provider to perform services described herein in multiple jurisdictions; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend this Agreement to govern the rights and obligations of the parties with respect to the services, compensation and other matters set forth below.

Scope of Work

Services shall be provided in accordance with the timelines and milestones set forth in the Description of Services, and Service Provider shall provide qualified personnel to perform the work with commercially reasonable skill and care.

Payment Terms

Service Provider shall submit invoices to Client and payments shall be due within days of invoice receipt. Late payments shall incur a late fee of on the unpaid balance, or the maximum allowed by law, whichever is less.

All amounts are exclusive of taxes. Client shall be responsible for sales, use or other transaction taxes arising from amounts payable hereunder, unless Service Provider is required by law to collect such taxes.

Term and Termination

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

Either party may terminate for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing. Each receiving party shall:

(a) hold Confidential Information in strict confidence and take all reasonable precautions to protect such Confidential Information; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein; and (c) not use Confidential Information except to perform its obligations or exercise its rights under this Agreement.

The foregoing obligations shall not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) was in the receiving party's possession prior to disclosure; or (iv) is independently developed by the receiving party without use of Confidential Information. Upon termination of this Agreement, the receiving party shall return or destroy Confidential Information as requested by the disclosing party.

Representations; Independent Contractor; Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Service Provider is an independent contractor and not an employee, partner, agent or joint venturer of Client. Neither party shall have authority to bind the other.

Service Provider shall indemnify, defend and hold Client harmless from and against any third party claims arising from Service Provider's gross negligence or willful misconduct in the performance of services. Client shall indemnify Service Provider for Client's breach of this Agreement or misuse of deliverables.

Limitation of Liability

Except for liability arising from breaches of confidentiality, indemnification obligations, or damages resulting from gross negligence or willful misconduct, neither party shall be liable for any consequential, incidental, indirect or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Notices

Notices shall be in writing and delivered by certified mail, courier or hand delivery, and shall be deemed effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to submit any dispute arising out of this Agreement to binding arbitration in the chosen governing state, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, including exhibits and any statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Sign Now