Business BK Template

Business BK Template

Parties

Recitals

WHEREAS, Provider Name: is engaged in the provision of business consulting, operational support and related services within its ordinary course of business; and

WHEREAS, Client Name: desires to engage Provider to perform services described herein, and Provider is willing to provide such services on the terms set forth in this Agreement.

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

Scope of Work

Provider will perform the services and deliverables described below. Provider shall exercise reasonable skill, care and professional judgment in performing the services in accordance with industry standards.

Payment Terms

Client shall pay Provider for services performed as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate specified above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement commences on the Effective Date set forth below and continues in effect until the End Date set forth below, unless earlier terminated in accordance with this section.

Effective Date:

End Date:

Either party may terminate this Agreement for convenience by providing the notice period specified above. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days following written notice of the breach, or immediately where required by applicable law or to prevent irreparable harm.

Confidentiality

"Confidential Information" means nonpublic 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. Confidential Information includes, without limitation, pricing, business plans, client lists, technical data, trade secrets and financial information.

Each party shall (a) hold Confidential Information of the other party in strict confidence, (b) not disclose such Confidential Information to any third party except as expressly permitted by this Agreement, and (c) not use such Confidential Information for any purpose other than the performance of its obligations under this Agreement. The obligations of confidentiality do not apply to information that (i) is or becomes generally known to the public through no fault of the receiving party, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes amicably. If the parties cannot resolve a dispute within sixty (60) days, the dispute may be submitted to binding arbitration in the county of the Provider's principal place of business, unless the parties otherwise agree in writing.

Representations; Warranties; Liability

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform this Agreement. Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party designates by written notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit with a nationally recognized overnight courier, or five (5) days after deposit in the U.S. mail, postage prepaid.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement 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 invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The headings in this Agreement are for convenience only and shall not affect interpretation.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be treated as original signatures for all purposes.

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