Business BM Template

Business BM Template

This Business Services Agreement (the Agreement) is made effective as of by and between Company Name: , having its principal place of business at (Company), and Service Provider Name: , having its principal place of business at (Provider). Company and Provider are sometimes referred to individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Company desires to engage Provider to perform certain business management, consulting, or related services as described herein; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources required to perform the services and is willing to perform such services under the terms and conditions of this Agreement.

WHEREAS, the Parties desire to set forth the terms of their relationship, including scope, compensation, confidentiality, term, termination and governing law.

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. Provider shall provide all personnel, equipment and materials necessary to perform the services, unless otherwise agreed in writing by the Parties.

Payment Terms

As consideration for the services, Company shall pay Provider the amounts and in the manner set forth below. All amounts are in U.S. dollars unless otherwise stated. Provider shall submit invoices in accordance with the invoice schedule and Company shall pay undisputed amounts within the period specified below.

Unpaid amounts shall accrue interest at the rate specified above and Company shall be responsible for all reasonable collection costs, including attorneys' fees, incurred by Provider to collect overdue amounts. Provider may suspend performance for any amount remaining unpaid thirty (30) days after written notice to Company, without limiting any other remedies.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective termination date. Either Party may terminate immediately for material breach by the other Party that is not cured within days after written notice specifying the breach.

Upon termination, Company shall pay Provider for services performed and expenses incurred through the effective date of termination. Termination shall not relieve either Party of obligations that by their nature survive termination, including but not limited to payment obligations, confidentiality, and indemnification.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party), whether disclosed orally, visually or in writing, that is designated as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use the Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose the Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to receipt from the Disclosing Party; (iii) is rightfully received by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement and remedies at law may be inadequate to protect a Party's Confidential Information; therefore, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

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 that State for the resolution of disputes arising out of this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, 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

Neither Party may assign this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets. Notices required under this Agreement shall be in writing and delivered to the contact information provided by the Parties.

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and such provision shall be enforced to the maximum extent permitted by law.

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