Business Document FDF

BUSINESS DOCUMENT FDF

This Business Services Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). The Client and the Provider are collectively referred to as the "Parties."

Recitals

WHEREAS, the Provider is engaged in the business of providing professional services and has the necessary skill, experience and qualifications to perform the services described herein; and

WHEREAS, the Client desires to retain the Provider to perform such services on the terms and conditions set forth in this Agreement, and the Provider is willing to provide such services pursuant to this Agreement.

WHEREAS, the Parties agree that the scope, compensation, term and other material terms are set forth below.

Scope of Work

Payment Terms

Compensation: The Client shall pay the Provider a total fee of (USD) for the services described in the Scope of Work. Payments shall be made in accordance with the schedule below.

Invoicing and Payment: The Provider shall invoice the Client in accordance with the payment schedule. Unless otherwise stated, invoices are due within days of invoice. Late payments shall accrue interest at the rate of on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon written notice to the other Party delivered at least days prior to 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.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one Party to the other, whether oral, written or electronic, including business plans, customer lists, pricing, technical data, trade secrets, and other proprietary information. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was known by the receiving Party prior to disclosure without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

Obligations: The receiving Party shall (i) hold Confidential Information in confidence and take reasonable measures to protect it, (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein, and (iii) not use Confidential Information for any purpose other than performing its obligations under this Agreement.

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 rules. Any dispute arising under or in connection with this Agreement shall be resolved in the courts located within that State, and the Parties hereby submit to the exclusive jurisdiction of such courts.

Miscellaneous

Entire Agreement: This Agreement, including all Schedules and attachments, 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.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Representations and Warranties

Each Party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder, and that performance of this Agreement will not violate any other agreement to which it is a party.

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