Business Document Charlies Document

Business Document Charlies Document

This Business Services Agreement (the "Agreement") is made effective as of by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

Recitals

WHEREAS, Client desires to engage Provider to perform certain business, consulting, or operational services as described herein; and

WHEREAS, Provider represents that it has the qualifications, experience and ability to perform such services and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and responsibilities with respect to the services to be performed under this Agreement.

Scope of Work

Provider shall perform the services described below and any additional deliverables agreed in writing by both parties. Provider will perform the services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

As consideration for the services to be performed by Provider, Client shall pay Provider the fees and expenses set forth below in accordance with the schedule and conditions specified herein.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for all collection costs and reasonable attorneys' fees.

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 convenience upon days' prior written notice to the other party. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver all completed and in-progress work to Client and, if applicable, provide reasonable assistance to effect an orderly transition.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public business, technical, financial, or other information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") 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.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted by this Agreement, and (c) use Confidential Information only to perform its obligations under this Agreement. The obligations in this section shall not apply to information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed by the Receiving Party without use of Confidential Information.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law rules. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the parties may pursue any available legal or equitable remedies in the state or federal courts located in the chosen governing state.

Representations, Warranties and Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER EXPRESS OR IMPLIED WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth below or to such other address as either party may designate by notice to the other.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement to an affiliate or to a successor by merger or acquisition provided that such assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be interpreted so as to effectuate the intent of the parties to the greatest extent possible.

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written, relating to such subject matter.

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