Business Document Final Format

BUSINESS DOCUMENT FINAL FORMAT

This Business Services Agreement (the Agreement) is entered into effective as of by and between Client Name: and Service Provider Name: (each a Party and collectively the Parties).

WHEREAS

WHEREAS, Client engages Service Provider to perform the services described in this Agreement and Service Provider has the qualifications, experience and abilities to provide such services; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform the services and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The scope of work shall include all tasks, deliverables, milestones and acceptance criteria agreed by the Parties.

PAYMENT TERMS

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

Unless otherwise agreed in writing, Service Provider shall submit invoices to Client and Client shall pay each undisputed invoice within days of receipt. Disputed invoice portions shall be resolved in good faith and Client shall pay undisputed amounts on time.

Any past due amount shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if lower) from the invoice due date until paid in full. In addition to interest, Client agrees to reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and 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 immediately for material breach by the other Party if such breach is not cured within thirty (30) days after written notice of the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party), whether oral, written or electronic, that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is (a) publicly available without breach of this Agreement; (b) already known to Receiving Party at time of disclosure; (c) rightfully obtained from a third party without restriction; or (d) independently developed without use of Disclosing Party's Confidential Information.

Receiving Party shall (i) not disclose Confidential Information to any third party except as permitted herein, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) take commercially reasonable measures to protect the confidentiality of such information. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected as required by applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties agree that any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in that State, unless the Parties agree in writing to alternative dispute resolution.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules 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, representations and understandings, whether written or oral. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

Neither Party may assign 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, corporate reorganization or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder. The invalidity or unenforceability of any provision shall not affect the remainder of this Agreement, which shall remain in full force and effect.

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