Business Document PD23001

Business Document PD23001

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: ("Provider") and Client Name: ("Client"). Provider and Client are sometimes referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

1. WHEREAS, Provider possesses the expertise, personnel, and resources necessary to perform business services described herein and is willing to provide such services to Client on the terms and conditions set forth in this Agreement.

2. WHEREAS, Client desires to engage Provider to perform the services described in the Scope of Work and Provider agrees to perform those services in accordance with the terms of this Agreement.

3. WHEREAS, the Parties intend for this Agreement to set forth the complete understanding between them regarding the engagement and to allocate risk between them as provided below.

SCOPE OF WORK

Provider shall perform the services described above and deliver any specified deliverables in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work must be set forth in a written change order signed by authorized representatives of both Parties and shall specify any adjustments to fees, schedule, or other affected terms.

PAYMENT TERMS

Invoices shall be submitted by Provider to Client in accordance with the payment schedule above. Payment is due within days of receipt of a properly rendered invoice. Late payments shall accrue interest at the lesser of (a) a rate of percent per month or (b) the maximum rate permitted by applicable law, calculated monthly from the invoice due date until paid in full. Client shall be responsible for all reasonable collection costs, including attorneys' fees, incurred by Provider in enforcing payment obligations.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: .

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective date of termination. 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 breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed orally, in writing, or by electronic or other means, 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.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of its obligations or exercise of 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 at least as protective as those set forth herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without reference to the Disclosing Party's Confidential Information.

The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its principles of conflict of laws. Each Party hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written change orders or attachments executed by authorized representatives of both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, proposals, and communications. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

MISCELLANEOUS

Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. All notices required or permitted hereunder shall be in writing and delivered to the addresses below.

The Parties acknowledge that each has had the opportunity to consult with legal counsel and that any rule of construction to the effect that ambiguities are construed against the drafting Party shall not apply. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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