Business B Template

BUSINESS B TEMPLATE

This Business Services Agreement (the "Agreement") is made and entered into as of , by and between:

Recitals

WHEREAS, Party A is engaged in the business of providing professional business services and possesses the personnel, experience and resources necessary to perform the services described in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform such services on the terms and subject to the conditions set forth in this Agreement, and Party A is willing to perform such services for Party B in accordance with such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Party A shall provide the services described below (the "Services"). Party A will perform the Services with reasonable skill, care and in a professional manner consistent with industry standards.

Payment Terms

Party B shall pay Party A for the Services in accordance with the terms set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Late Payment: If any undisputed amount due hereunder is not received by Party A within days after the due date, Party B shall pay interest on the overdue amount at the rate of , plus any costs of collection, including reasonable attorneys' fees. Parties may agree to a fixed late fee of as an alternative remedy.

Term and Termination

Term: This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") agrees that all non-public information, whether written, oral or electronic, disclosed by the other party (the "Disclosing Party") in connection with this Agreement and reasonably identified as confidential or that by its nature should be treated as confidential ("Confidential Information") shall be held in strict confidence. The Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors or advisors who need access to perform this Agreement and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no breach by the Receiving Party, (b) is received from a third party without breach of any obligation of confidentiality, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If the Receiving Party is required by law or valid legal process to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party to allow the Disclosing Party to seek protective measures.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct, except to the extent caused by the indemnitee's negligence or willful misconduct.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any dispute arising under this Agreement.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement, and that the execution and delivery of this Agreement and the performance of its duties hereunder do not and will not violate any agreement to which it is a party.

Entire Agreement

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice pursuant to this section. Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested.

Miscellaneous

Relationship of Parties: The parties acknowledge and agree that Party A is an independent contractor and not an employee, agent or partner of Party B. Nothing in this Agreement shall be construed to create a joint venture, partnership or agency relationship between the parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the intent and economic effect of the invalid provision.

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