Business CIS Template

BUSINESS CIS TEMPLATE

This Business Contract and Information Services Agreement (the "Agreement") is made effective as of Effective Date: by and between the parties identified below.

Parties

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

WHEREAS

WHEREAS, Client requires certain information, data processing and business services to be performed in connection with the Client's operations; and

WHEREAS, Service Provider represents that it has the skill, experience and resources to furnish the services described in this Agreement and agrees to perform such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

Scope of Work

Service Provider shall provide the services and deliverables described below. The scope may be amended only by written agreement executed by both parties.

Payment Terms

Client shall pay Service Provider the fees described below in exchange for the performance of services. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be issued by Service Provider and are payable within days from date of invoice. Late payments shall accrue interest at per month (or the maximum permitted by law), and Client shall also be liable for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public, proprietary or confidential information disclosed by either party to the other, whether oral, written, electronic or otherwise, including business plans, technical data, client lists, pricing, trade secrets, and any other information that a reasonable person would understand to be confidential.

The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own Confidential Information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is rightfully obtained from a third party without confidentiality obligations.

The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which confidentiality shall be maintained for so long as such information qualifies as a trade secret under applicable law. The parties acknowledge that a breach of this Section would cause irreparable harm for which monetary damages may be inadequate and therefore agree that injunctive relief may be sought in addition to other remedies.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any dispute arising under this Agreement.

Entire Agreement

This Agreement, together with any exhibits or 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 understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Independent Contractor: Service Provider is an independent contractor and not an employee, partner or joint venturer of Client. Service Provider shall be solely responsible for all taxes and withholdings arising from payments made under this Agreement.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or a merger, provided that the assignee assumes all obligations hereunder.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

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