Business Document Ciara Document

Business Document Ciara Document

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

RECITALS

WHEREAS, Client wishes to engage Service Provider to perform certain business services described herein and Service Provider represents that it has the experience, qualifications and capacity to perform such services in a professional manner;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will deliver services and Client will compensate Service Provider;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. The parties agree that the description is an integral part of this Agreement and that additional tasks shall be considered a Change Order subject to Section 7.

2. PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the fee structure set forth below. All fees are exclusive of taxes unless otherwise stated. Service Provider shall submit invoices in accordance with the schedule below and Client shall pay undisputed amounts in accordance with this section.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than Notice Period (days): days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice identifying the breach.

4. CONFIDENTIALITY

Each party (the "Recipient") agrees to hold in strict confidence and not to disclose to any third party any Confidential Information of the other party (the "Discloser") without the Discloser's prior written consent. "Confidential Information" means non-public information disclosed in connection with this Agreement, whether oral, written or electronic, including business plans, financial information, trade secrets, technical data, and customer information. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully known to Recipient without restriction prior to disclosure by Discloser; (c) is disclosed to Recipient by a third party having the right to make such disclosure; or (d) 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 a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

5. INDEPENDENT CONTRACTOR; TAXES

Service Provider shall perform its obligations hereunder as an independent contractor and not as an employee, partner or agent of Client. Service Provider shall be solely responsible for payment of all federal, state and local taxes, contributions and insurance relating to payments made to Service Provider under this Agreement.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that performance of its obligations will not violate any applicable law or agreement with any third party. Service Provider further warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

7. CHANGE ORDERS

Any changes to the Scope of Work shall be documented in a written Change Order signed by both parties. Each Change Order shall specify any adjustments to fees, schedule and deliverables resulting from the change.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. The total aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified below by hand, certified mail (return receipt requested), or nationally recognized courier service, and shall be deemed given upon receipt.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State 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.

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any executed Change Orders and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

12. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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