Business BL Document

BUSINESS BL DOCUMENT

This Business BL Document (the "Agreement") is made and entered into as of by and between ("Service Provider") and ("Client").

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business, logistic and related professional services and has the qualifications, experience and ability to perform the services described herein;

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

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such services in a written agreement.

1. SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables as described below. The parties acknowledge that the obligations set out in this section constitute the full scope of services to be provided under this Agreement unless otherwise amended in writing and signed by both parties.

2. PAYMENT TERMS

In consideration for the performance of the services, Client shall pay Service Provider the fees and reimbursements set forth below. All fees are stated in United States dollars and payable in cleared funds unless otherwise agreed in writing.

Late payments shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, applied to the outstanding balance beginning on the date payment is due until paid in full. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated pursuant to this section.

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective date of termination. Either party may terminate for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for reasonable wind-down costs, subject to any setoffs for Service Provider's uncured breaches.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") 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"). Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party will not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement or as required by law, provided that the Receiving Party shall provide prompt written notice of any compelled disclosure and cooperate with the Disclosing Party's efforts to obtain protective relief.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform this Agreement and that the Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other under this Agreement shall be limited to the total amount of fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, special, punitive or exemplary damages.

7. 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 within that state for any dispute arising under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

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.

9. MISCELLANEOUS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses provided below.

PARTY INFORMATION

ADDITIONAL TERMS / ATTACHMENTS

Sign Now