Business Document Huffman

Business Document Huffman

This Business Services Agreement (the "Agreement") is made effective as of Effective Date: by and between Client Name: with principal address at , and Service Provider Name: with principal address at .

WHEREAS

WHEREAS, Client requires certain professional services described herein and desires to engage Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that Provider has the experience, personnel, and capability to perform the services and agrees to provide services in a timely, competent and professional manner in accordance with applicable law and industry standards.

WHEREAS, the parties desire to set forth the terms, scope, payment and other provisions governing their relationship.

1. SCOPE OF WORK

Provider will perform the services described below (the "Services"). Provider shall supply all labor, materials, equipment and supervision necessary to perform the Services in accordance with this Agreement.

2. PAYMENT TERMS

Compensation for the Services shall be as follows. Client shall pay Provider the Total Agreement Amount specified below in accordance with the schedule stated herein. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise stated on an invoice, Client shall pay all undisputed invoices within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable costs of collection, including attorneys’ fees and court costs.

3. TERM AND TERMINATION

Term: 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 written notice to the other party not less than days prior to the effective termination date. 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 specifying the nature of the breach.

Effect of Termination: Upon termination, Client shall pay for all Services performed and costs incurred through the effective date of termination. Provider shall deliver any work in progress and reasonably cooperate in an orderly transition as requested by Client, subject to payment of outstanding amounts.

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") 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.

Obligation: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was known to the Receiving Party prior to disclosure as demonstrated by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Remedies: The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to other remedies, the injured party shall be entitled to seek injunctive relief without posting bond.

5. REPRESENTATIONS; INDEMNITY; INSURANCE

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider shall indemnify and hold harmless Client from claims, liabilities, losses and expenses arising from Provider’s negligent acts, willful misconduct or breach of this Agreement, except to the extent caused by Client’s negligence or willful misconduct.

Provider shall maintain insurance coverage customary for the services provided, including commercial general liability and professional liability insurance, and shall provide evidence of such insurance upon reasonable request.

6. 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

7. ENTIRE AGREEMENT; AMENDMENT

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

8. MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

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

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 a party may designate by written notice.

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