Business Customer Document Template

Business Customer Document Template

This Business Customer Agreement (the Agreement) is entered into as of between (Service Provider) and (Customer).

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and solutions as set forth below; and

WHEREAS, Customer desires to retain Service Provider to perform services for Customer on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services provided shall be governed by the terms of this Agreement, including confidentiality and payment provisions.

SCOPE OF WORK

Services shall be performed in accordance with the schedule and milestones set forth herein and in any attachments executed by the parties. Any material changes to the Scope of Work require prior written agreement signed by authorized representatives of both parties.

PAYMENT TERMS

Invoices are due in accordance with the Payment Schedule. Unpaid amounts shall accrue late fees as set forth above and the Customer shall reimburse Service Provider for all reasonable costs of collection, including attorneys' fees and court costs, if applicable.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve Customer of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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. Each party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was in the receiving party's possession prior to receipt from the disclosing party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives the disclosing party prompt written notice and cooperates with reasonable efforts to obtain a protective order.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules or attachments executed by the parties, 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. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above or to such other address as either party designates by notice in accordance with this section.

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