Business BW Template

BUSINESS BW TEMPLATE

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

WHEREAS

WHEREAS, Client requires certain business services consisting of consulting, project execution, or other professional services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the services described herein and agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services and related compensation.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope must be agreed in writing by authorized representatives of both parties and will specify any adjustments to Schedule or Compensation.

PAYMENT TERMS

Client shall pay Service Provider the following fees for the services rendered: Total Amount: $ . Payments shall be made in accordance with the schedule below.

Invoices shall be submitted by Service Provider to Client and are due within days of receipt unless otherwise agreed in writing. Payments shall be made in U.S. dollars unless otherwise specified.

Late Payment: If any invoice is not paid when due, Client shall pay a late fee equal to the greater of (i) a flat fee of $ or (ii) a late charge of % per month on the outstanding balance. Late fees and interest are cumulative and collection costs incurred by Service Provider shall be recoverable from Client.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for a period of 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 costs reasonably incurred through the effective date of termination.

Upon termination, each party shall promptly return or destroy Confidential Information belonging to the other party in accordance with the Confidentiality clause below.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that is (i) publicly known through no fault of the receiving party; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to its employees and agents with a need to know, and shall not use it for any purpose other than the performance or enforcement of this Agreement. The obligations set forth herein shall survive termination of this Agreement for a period of .

INDEPENDENT CONTRACTOR; LIMITATION OF LIABILITY

Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Service Provider is solely responsible for all taxes, withholdings and other statutory obligations with respect to its performance and personnel.

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the six (6) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to choice of law principles. The parties agree that any dispute arising under or relating to this Agreement shall first be subject to good faith negotiations between executive representatives of each party. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration in accordance with the rules agreed in writing by the parties; if no rules are agreed, by a commercially reasonable arbitration process selected by the initiating party.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and written change orders executed by both parties, 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 shall be binding unless executed in writing by authorized representatives of both parties.

MISCELLANEOUS

Assignment: 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 shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices are effective upon receipt.

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