Business Autofix Template

Business Autofix Template

This Business Autofix Template is entered into as of by and between (Client) and (Service Provider).

Recitals

WHEREAS, Client operates a business engaged in the provision of goods and/or services and requires certain corrective, maintenance, optimization and configuration services for business systems and processes (the "Autofix Services"); and

WHEREAS, Service Provider represents that it possesses the expertise, personnel and capacity to perform the Autofix Services described in this Agreement and is willing to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the Autofix Services and Client will compensate Service Provider.

Scope of Work

Deliverables shall be provided in accordance with the schedule set forth below or as otherwise agreed in writing by the parties. Service Provider will assign personnel reasonably skilled and experienced to perform the services and will provide progress updates upon Client request.

Payment Terms

All fees are exclusive of any applicable taxes which shall be the responsibility of Client unless a valid exemption is provided. Service Provider may suspend performance if undisputed invoices remain unpaid more than days after the invoice due date, provided Service Provider gives ten (10) days' prior written notice.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Upon termination for convenience, Client shall pay Service Provider for work performed and reasonable, documented costs incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches a material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to those employees, agents or subcontractors with a need to know and subject to obligations of confidentiality no less protective than those set forth herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; or (iii) is required to be disclosed by law or court order, provided that the receiving party gives prompt written notice to the disclosing party and reasonably cooperates in seeking a protective order.

Representations, Warranties and Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for willful misconduct or gross negligence, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, special or punitive damages.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the limitations of liability set forth herein.

Governing Law

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 consent to the exclusive jurisdiction and venue of the courts located in that state for any claim arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, discussions and understandings, whether written or oral. Any modification or waiver must be in writing and signed by both parties.

Notices

Additional Provisions

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be responsible for all payroll taxes, benefits and other obligations for its personnel.

Service Provider may subcontract portions of the work provided that Service Provider remains liable for the performance of the subcontracted work and ensures subcontractors comply with confidentiality and other material obligations of this Agreement.

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