Business Document Final PDF

BUSINESS DOCUMENT FINAL PDF

This Business Services Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client requires certain business services and technical assistance in connection with Client's operations and business objectives, and has selected Service Provider to perform such services; and

WHEREAS, Service Provider represents that it has the requisite experience, personnel, and expertise to perform the services described herein in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

SCOPE OF WORK

Service Provider shall perform the services and deliverables as described below. Services will be performed in a commercially reasonable manner consistent with sound professional practices.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services. All amounts are in United States Dollars unless otherwise specified.

Any amount not paid within days of the invoice due date shall accrue interest at and Client shall reimburse Service Provider for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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. Each party shall (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors, or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information from unauthorized use, access or disclosure with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) is rightfully received from a third party without breach of any obligation of confidentiality, (iii) is independently developed without use of the other party's Confidential Information, or (iv) is required to be disclosed by law or valid governmental order, provided prompt notice is given to the disclosing party to permit seeking a protective order.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use deliverables and materials created specifically for Client under this Agreement for Client's internal business purposes. Pre-existing materials and tools of Service Provider shall remain the sole property of Service Provider, provided that Service Provider grants Client a non-exclusive license to any incorporated pre-existing materials to the extent necessary to use the deliverables.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for any claim arising under this Agreement shall not exceed the amount of fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter herein. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above or to such other address as either party designates in writing.

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