Business Complex Template

BUSINESS SERVICES AGREEMENT

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

WHEREAS

WHEREAS, Service Provider has expertise and experience in providing the services described in this Agreement and desires to provide such services to Client in accordance with the terms set forth herein.

WHEREAS, Client desires to engage Service Provider to perform such services and to compensate Service Provider as provided in this Agreement.

WHEREAS, the parties wish to set forth their respective responsibilities, deliverables and the terms of their commercial relationship in this Agreement.

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described below (the Services). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below in accordance with the payment schedule.

Service Provider will invoice Client in accordance with the Payment Schedule. Invoices are due and payable within days of the invoice date. Client shall pay all undisputed amounts when due.

Unpaid amounts shall accrue interest at the rate of on any unpaid balance, or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches a material obligation and fails to cure such breach within days of receiving written notice of the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally or in writing, 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.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no 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 as expressly permitted by this Agreement.

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

The obligations in this Section shall survive termination of this Agreement for a period of years from the date of termination, except that trade secrets shall remain protected for as long as they meet the legal definition of a trade secret.

5. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards.

To the extent permitted by law, each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct, provided the indemnified party gives prompt written notice of such claim and cooperates in the defense.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of laws principles that would result in the application of the laws of another jurisdiction.

7. ENTIRE AGREEMENT; AMENDMENT; ASSIGNMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, sale of all or substantially all assets, or change of control, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

8. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure or delay by either party to exercise any right shall not be deemed a waiver of that right. Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

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