Business Document Midwinter

Business Document Midwinter

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

WHEREAS

WHEREAS, Client engages Service Provider to perform certain professional services related to the project identified as "Midwinter", and Service Provider has the requisite experience, qualifications, and capacity to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, and other terms governing their relationship for the provision of such services.

1. SCOPE OF WORK

Service Provider shall perform the services described below in a competent, professional manner in accordance with industry standards and the schedule agreed by the parties.

2. PAYMENT TERMS

Client shall pay Service Provider for all services performed under this Agreement in accordance with the following terms.

Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law), calculated from the date payment was due until full payment is received. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may obtain or have access to Confidential Information of the other party. "Confidential Information" means non-public information that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, that is rightfully received from a third party without restriction, or that is independently developed without reference to the disclosing party's Confidential Information.

The receiving party shall: (a) protect the disclosing party's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, or longer to the extent required by law.

5. REPRESENTATIONS; INDEMNITY

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that its services will be performed in a professional manner consistent with applicable industry standards. Service Provider shall indemnify, defend, and hold harmless Client from and against any claims arising out of Service Provider's gross negligence or willful misconduct in performing services under this Agreement, subject to any limitations set forth herein.

6. INSURANCE

During the term of this Agreement, Service Provider shall maintain insurance coverage appropriate to the services provided, including general liability and, where applicable, professional liability insurance. Upon request, Service Provider shall furnish certificates evidencing such coverage.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as either party may designate by notice to the other.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties agree that any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the selected state.

9. ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits 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, understandings and communications, whether written or oral. No modification or amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect and the invalid, illegal or unenforceable provision will be replaced by a valid, legal and enforceable provision that most closely reflects the parties' original intent.

11. EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

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