Business Avenue Template

BUSINESS AVENUE TEMPLATE

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business, consulting, marketing, or administrative services on the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the requisite expertise, experience, and personnel to perform the services described in this Agreement and is willing to perform such services subject to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, acceptance criteria, and any subcontracting of work shall be set forth in writing and incorporated into this Agreement by reference or appended statement of work.

PAYMENT TERMS

Invoices shall be submitted in accordance with the Payment Schedule and are due within days of invoice receipt. Late payments shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. Client shall be responsible for any collection costs, including reasonable attorneys' fees, incurred by Service Provider to collect past-due amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon prior written notice to the other party given not less than in advance. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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. Each party agrees: (a) to use Confidential Information solely to perform its obligations under this Agreement; (b) to protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not to disclose Confidential Information to any third party except to its employees, affiliates, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is known to the receiving party at time of disclosure without an obligation of confidentiality; (iii) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, receiving party shall return or destroy Confidential Information as requested by the disclosing party.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual (subject to payment in full), non-transferable license to use deliverables created specifically for Client under this Agreement. Service Provider retains ownership of any pre-existing intellectual property, tools, methodologies, know-how, and templates used or developed in connection with performing the services. To the extent any deliverable contains Service Provider's pre-existing intellectual property, Service Provider shall grant Client a license to use such pre-existing intellectual property solely as incorporated in the deliverable.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected state for resolution of any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any statements of work, exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings, negotiations and communications, whether written or oral. This Agreement may be amended only by a writing signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or 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 either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth below or otherwise provided in writing by the parties.

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