Business Document Proton Document

Business Document Proton Document

This Business Services Agreement (the "Agreement") is entered into as of by and between Client Name: with principal address , and Provider Name: with principal address .

RECITALS

WHEREAS, Client desires to obtain certain business services from Provider as described in this Agreement; and

WHEREAS, Provider represents that it has the experience, qualifications, and capacity to perform the services described herein and is willing to perform such services under the terms and conditions set forth in this Agreement; and

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

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be issued by Provider in accordance with the Payment Schedule. Payment is due within days of invoice receipt, unless otherwise stated in writing.

Late payments shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Provider also reserves the right to assess a minimum late fee of for each overdue invoice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date.

Either party may terminate immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other in any form that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential.

Receiving party shall (i) hold Confidential Information in strict confidence, (ii) use it only to perform its obligations hereunder, and (iii) not disclose it to any third party except as necessary to perform this Agreement or as required by law, provided receiving party uses reasonable efforts to limit such disclosure and, where permitted, provides prior notice to disclosing party.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

REPRESENTATIONS; RELATIONSHIP

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties; Provider is an independent contractor.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including all attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach of this Agreement shall constitute a waiver of any other or subsequent breach.

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