Business Corporate Document Template

BUSINESS CORPORATE DOCUMENT TEMPLATE

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Company Name: with principal place of business at (hereinafter "Company") and Service Provider Name: with principal place of business at (hereinafter "Provider").

RECITALS

WHEREAS, Company is engaged in the business of providing corporate services and requires specialized services to support certain business operations; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to provide the services described in this Agreement and is willing to perform such services pursuant to the terms and conditions contained herein.

WHEREAS, the parties desire to set forth their rights and obligations with respect to the performance of such services under the terms of this Agreement.

SCOPE OF WORK

Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Specific deliverables, milestones and acceptance criteria shall be as follows:

PAYMENT TERMS

In consideration for the services rendered by Provider, Company shall pay Provider in accordance with the following terms.

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 any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or observable, that is marked confidential or would reasonably be understood to be confidential. The receiving party shall: (a) hold Confidential Information in strict confidence and use it only to perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations in this section shall survive termination of this Agreement for a period of years from the date of disclosure.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any losses, liabilities, damages and expenses arising from third-party claims to the extent caused by Indemnitor's negligence, willful misconduct or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY COMPANY TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice pursuant to this section.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

PARTY INFORMATION

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