Business Alonso Template

BUSINESS ALONSO TEMPLATE

This Business Services Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Client Name:

Client Address:

Service Provider Name:

Provider Address:

Recitals

WHEREAS, the Client desires to retain the Service Provider to perform certain business services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Service Provider represents that it has the experience, capability, and resources necessary to perform such services and is willing to provide those services to the Client in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the performance of such services.

Scope of Work

The Service Provider shall perform the services described below (the Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Payments shall be made in United States Dollars pursuant to the Payment Schedule above. All invoiced amounts unpaid after the due date shall accrue a late fee equal to on the overdue balance, or the maximum amount permitted by law, whichever is less. The Client shall also be responsible for reasonable collection and attorney fees incurred by the Service Provider in enforcing payment obligations.

Term and Termination

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 days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For the purposes of this Agreement, Confidential Information means all non-public, proprietary, or business information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, in writing, or by inspection, and includes but is not limited to customer lists, pricing, business plans, technical data, trade secrets, and financial information. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement; (ii) was rightfully in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party; or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own similar confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, subcontractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. The Receiving Party shall promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information and shall cooperate in all reasonable respects to mitigate the effects of such disclosure.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all original work product, deliverables, inventions, and materials created by the Service Provider specifically for the Client under this Agreement shall be deemed Work Product and shall be the exclusive property of the Client upon full payment. The Service Provider hereby assigns to the Client all right, title, and interest in such Work Product. The Service Provider may retain general knowledge, skills, and know-how acquired during performance but not Confidential Information or proprietary materials of the Client.

Representations and Warranties; Limitation of Liability

Each party represents that it has the full right, power, and authority to enter into this Agreement. The Service Provider represents that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the commercial arbitration rules then in effect, unless the parties mutually agree otherwise in writing. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Entire Agreement; Amendment

This Agreement, including all attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, 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

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, agency, or joint venture relationship between them. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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