Business CSB Document

BUSINESS CSB AGREEMENT

This Business CSB Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain consulting, development and related business services described herein, and Service Provider represents that it has the qualifications, experience and resources to perform such services;

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided, including scope, schedule, compensation and confidentiality obligations; and

WHEREAS, the project is generally described as: with primary project location or market: .

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below (the Services). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider as set forth below. All fees are exclusive of taxes unless otherwise stated. Service Provider shall invoice Client in accordance with the schedule below and Client shall pay undisputed amounts in accordance with the terms stated.

All payments shall be made in lawful currency to the account designated by Service Provider. Client shall notify Service Provider in writing of any good faith dispute with an invoice within seven (7) days of receipt; undisputed amounts shall remain due and payable as set forth above. Service Provider reserves the right to suspend performance for invoices overdue by more than thirty (30) days.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated as provided below, continues until .

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Client shall pay Service Provider for all Services properly performed and reasonable costs incurred through the effective date of termination. Termination shall not relieve either party of obligations that by their nature survive termination.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (Disclosing Party) except as expressly permitted in this Agreement. Confidential Information means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

Confidentiality obligations do not extend to information that (a) is or becomes generally known through no fault of the Receiving Party; (b) is lawfully received from a third party without breach of obligation; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice to the Disclosing Party where legally permissible and cooperates to seek protective measures.

Return or destroy all Confidential Information and certify in writing that it has done so.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and any general skills, know-how, methodologies, templates and tools used or developed in connection with the Services. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment of fees. Any third-party materials provided under license will remain subject to their respective license terms.

LIMITATION OF LIABILITY

Except for liabilities arising from willful misconduct, gross negligence, or willful breach of confidentiality, neither party shall be liable for indirect, incidental, special, consequential or punitive damages, and each party's aggregate liability arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral, relating to the subject matter hereof. Any modification must be in a written instrument signed by both parties.

MISCELLANEOUS

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 party, except to an affiliate or by merger or sale of substantially all assets, provided the assignee agrees in writing to assume all obligations. Notices under this Agreement shall be in writing and delivered to the addresses provided by the parties.

Sign Now