Business Document JF

Business Document JF

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires business services relating to the planning, execution and delivery of the services described herein; and

WHEREAS, Service Provider represents that it has the requisite experience, personnel and resources to perform the services in a professional manner and agrees to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the parties' respective rights, obligations, compensation and other terms governing the provision and receipt of such services.

1. SCOPE OF WORK

Service Provider shall provide the services and deliverables described below and in any written attachments mutually executed by the parties. Service Provider shall perform the work in a timely and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. Fees shall be payable in accordance with the invoicing schedule and subject to the late fee provisions herein.

All invoices are due within thirty (30) days of receipt unless otherwise stated in writing. Except as otherwise agreed, Client is responsible for any sales, use or other taxes imposed in connection with the services. In the event of late payment, Service Provider may suspend performance after five (5) days' written notice and/or charge the agreed late fee on outstanding balances; interest and collection costs may also be recoverable.

3. 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 material breach if the breaching party fails to cure such breach within the notice period set forth above following written notice. Termination does not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification and governing law shall survive termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether written or oral, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully in the receiving party's possession prior to disclosure, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information solely to perform its obligations and exercise its rights under this Agreement; and (c) 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. A party may disclose Confidential Information to the extent compelled by law, provided it gives prior written notice to the disclosing party and cooperates reasonably to obtain a protective order.

The obligations in this Section shall continue for a period of three (3) years from the date of disclosure, except with respect to trade secrets, for which protection shall be maintained for as long as the information qualifies as a trade secret under applicable law.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a competent and professional manner consistent with prevailing industry standards. Client shall indemnify and hold harmless Service Provider from claims arising from Client's misuse of deliverables or Client-provided materials. Service Provider shall indemnify Client from claims arising from Service Provider's gross negligence or willful misconduct. Claims for indemnity are subject to prompt written notice and reasonable cooperation.

6. MODIFICATIONS AND DELIVERABLE ACCEPTANCE

Any changes to the scope, schedule or fees must be agreed in writing by authorized representatives of both parties. Deliverables will be subject to Client review and acceptance for a period of fifteen (15) days following delivery; if Client does not provide written notice of non-conformance within such period, the deliverable will be deemed accepted.

7. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in the county of .

8. ENTIRE AGREEMENT

This Agreement, together with any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. No waiver or modification shall be effective unless in writing and signed by both parties.

9. NOTICES

Notices shall be given in writing and delivered to the addresses above by hand, certified mail, or commercial overnight courier, and shall be effective upon receipt.

10. MISCELLANEOUS PROVISIONS

Neither party shall assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience and shall not affect interpretation.

Sign Now