Business Cover Details

BUSINESS COVER DETAILS

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

Business Identifiers and Contact Information

Recitals

WHEREAS, Client seeks to obtain certain business cover services, incidental deliverables, and related professional services described in this Agreement; and

WHEREAS, Provider represents that it possesses the professional qualifications, experience and facilities to perform the services set forth in this Agreement and is willing to perform such services on the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows.

Scope of Work

Provider shall perform the services and deliverables described below. The parties may attach a schedule of deliverables or statement of work as an exhibit to this Agreement; in the absence of an exhibit, the description below governs.

Payment Terms

Client shall pay Provider for services rendered in accordance with the following fee structure and schedule.

Late payments shall accrue a late fee of: % per month (or the maximum allowed by applicable law), compounded monthly, plus all collection costs, including reasonable attorney fees.

All fees are exclusive of taxes, duties, and governmental charges; Client is responsible for any such amounts unless Provider expressly states otherwise in writing.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days before the effective termination date. Provider may terminate for cause if Client fails to cure a material breach within 15 days of written notice. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party (Discloser) to the other party (Recipient) in connection with this Agreement, whether oral, written, electronic or tangible, 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.

Recipient shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information and in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes public through no wrongful act of Recipient; (ii) was in Recipient’s possession prior to receipt from Discloser without obligation of confidentiality; (iii) is rightfully received by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information. The obligations in this Section shall survive termination of this Agreement for years, or as required by applicable law.

Insurance and Compliance

Provider shall maintain at its expense all insurance required by law and commercially reasonable insurance, including general liability and professional liability where applicable. Provider shall provide proof of such insurance upon Client’s written request. Provider shall comply with all applicable laws, rules and regulations in performing services under this Agreement.

Governing Law; Entire Agreement

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

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

Representations and Warranties; Liability

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for breaches of confidentiality or willful misconduct, neither party shall be liable for incidental, consequential, punitive or special damages. Provider’s aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. Headings are for convenience only and do not affect interpretation.

Sign Now