Business Contract Template

BUSINESS CONTRACT TEMPLATE

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address at (\"Client\"), and Service Provider Name: with principal address at (\"Provider\").

RECITALS

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement, and Provider represents that it has the skill and capacity to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider; and

WHEREAS, the parties acknowledge that time is of the essence for performance and delivery of the services described herein.

1. SCOPE OF WORK

Provider shall perform the services described above in accordance with the milestones and deliverables set forth in the project schedule attached hereto or described in the Scope of Work. Provider shall provide personnel, equipment, materials and supervision necessary to perform the services in a competent and timely manner.

2. PAYMENT TERMS

Unless otherwise agreed in writing, invoices will be issued in accordance with the Payment Schedule and are due within days of invoice receipt. Payments shall be made by the method set forth in the invoice.

Late payments shall incur a late fee of per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

3. 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 written notice delivered to the other party at least days prior to the effective date of termination. In the event of termination, Provider shall be compensated for all services performed and approved expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately for cause if the other party materially breaches any representation, warranty or obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive or have access to confidential information of the other party ("Confidential Information"). Confidential Information shall include business plans, financial information, customer lists, trade secrets, technical data and other non-public information. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as necessary to perform this Agreement or as required by law; and (c) use Confidential Information solely for the purposes of performing obligations under this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

5. INDEPENDENT CONTRACTOR; TAXES

Provider is an independent contractor and not an employee, partner or joint venture of Client. Provider shall be solely responsible for all federal, state and local taxes, insurance premiums, workers' compensation and other obligations with respect to Provider's employees or subcontractors.

Provider represents and warrants that it is acting as an independent contractor and not as an employee or agent of Client.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. 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 laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth above, or to such other address as a party may designate by written notice.

9. ENTIRE AGREEMENT

This Agreement, including all attachments and exhibits referenced 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. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

10. SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

11. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by facsimile shall be deemed binding.

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