Business Document Duane Morris

Business Document Duane Morris

This Business Services Agreement (the Agreement) is entered into 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 requires certain professional services related to business, legal and regulatory matters described herein, and Service Provider has the capacity, experience and personnel to perform such services under the terms set forth below; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will provide services to Client and to allocate responsibilities, payment terms and confidentiality obligations between the parties.

NOW, THEREFORE, in consideration of the mutual covenants 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

2. PAYMENT TERMS

Compensation: Client shall pay Service Provider a fee of $ (the Fee) for the services described in Section 1. Unless otherwise agreed in writing, the Fee shall be payable in accordance with the schedule below.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at a rate of , or the maximum rate permitted by applicable law, whichever is less. Client is responsible for all reasonable collection costs and attorneys' fees for past due amounts.

3. TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing the other party with written notice no fewer than days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form that is designated as confidential or that, by its nature, ought reasonably to be understood to be confidential.

Obligation: The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The Receiving Party shall take reasonable measures to protect the confidentiality of such information, which shall be no less than those it uses to protect its own confidential information of a similar nature.

Exceptions: Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully obtained by the Receiving Party from a third party who has the right to disclose it.

Return or Destruction: Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, except to the extent retention is required by law or for archival records subject to confidentiality obligations.

5. REPRESENTATIONS; INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claim arising from Client's use of deliverables in a manner inconsistent with this Agreement or applicable law.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in such state for any action arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all its assets. Any attempted assignment in violation of this Section shall be null and void.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other.

CONTACTS

Sign Now