Business Document Morning Star

Business Document Morning Star

This Business Services Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name is engaged in the business of procuring professional services and requires specialized services described herein; and

WHEREAS, Service Provider Name represents that it has the capability, experience and personnel necessary to perform the services described in this Agreement and desires to provide such services to Client Name in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any change in the scope of work that would materially affect fees or timing requires a written amendment signed by both parties.

Payment Terms

Invoices shall be submitted by Service Provider in accordance with the payment schedule above. Client shall pay amounts due within days of receipt of a proper invoice unless otherwise agreed in writing.

All fees are exclusive of applicable taxes. Client shall be responsible for any sales, use or similar taxes arising from the transactions contemplated by this Agreement, except taxes based on Provider's net income.

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 written notice to the other party delivered at least days prior to the effective date of termination.

Either party may terminate this Agreement 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 breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a disclosing party to a 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, including but not limited to business plans, financial data, trade secrets, customer lists, and technical information.

The receiving party shall: (a) use Confidential Information only for the performance of this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as necessary to perform the services and subject to a written obligation of confidentiality no less protective than this Agreement.

The obligations in this section shall not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is received from a third party without breach of any obligation of confidentiality; (iii) was known to the receiving party prior to disclosure; or (iv) is independently developed without use of the Confidential Information. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, all work product created specifically for Client under this Agreement shall be the exclusive property of Client upon full payment of all amounts due. Service Provider retains ownership of its pre-existing tools, methodologies, templates and know-how. To the extent Service Provider incorporates pre-existing intellectual property into deliverables, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use such pre-existing elements solely as incorporated in the deliverables.

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

Entire Agreement and Miscellaneous

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Notices

Notices under this Agreement shall be sent to the addresses set forth above or such other address as either party may designate by written notice to the other.

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