Business Common Form

Business Common Form

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Service Provider, being duly organized and possessing the necessary expertise, agrees to provide certain services to Client as described herein;

WHEREAS, Client desires to engage Service Provider to perform the services on the terms and conditions set forth in this Agreement and Service Provider is willing to provide such services;

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

Scope of Work

Service Provider will perform the services described below. The services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for services rendered in accordance with the following terms.

Total Contract Amount: $

Invoicing and Due Date: Invoices will be issued by Service Provider and are payable within days of receipt.

Late Payment Fee: Payments not received by the due date shall accrue interest at the rate of on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

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 providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall promptly pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether in writing, orally, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without the use of the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to its employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those herein.

Mutual Confidentiality: (check if obligations are mutual)

Confidentiality Period: The obligations in this section shall continue for a period of years following disclosure, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship between them.

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