Business Document Atlassian

BUSINESS DOCUMENT ATLASSIAN

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

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain software-related business services and related professional services described in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel, and authority to provide the services described herein and will perform such services in accordance with industry standards and the terms of this Agreement; and

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

SCOPE OF WORK

Provider will perform the services and deliverables described below. Provider shall perform the services in a professional and workmanlike manner consistent with applicable industry standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the performance of the Scope of Work. All monetary amounts are in U.S. dollars unless otherwise stated.

Invoices shall be due and payable within days of receipt. Unpaid amounts shall accrue interest at a rate of % per month (or the maximum lawful rate, if less) and Client shall be responsible for reasonable collection costs and attorney fees incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: or until the Services are completed, whichever occurs first.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediate for material breach if such breach remains uncured for more than 15 days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay Provider for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by either party that is designated as confidential or should reasonably be understood to be confidential given the nature of the information. Each party agrees to hold Confidential Information in confidence, to use it only for performance under this Agreement, and to restrict disclosure to its employees and contractors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party shall assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger, sale of all or substantially all assets, or corporate reorganization. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, or joint venture relationship.

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