Business Document Revised Template

Business Document Revised Template

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , with principal place of business at (hereinafter "Client"), and Provider Name: , with principal place of business at (hereinafter "Provider"). Collectively referred to as the Parties.

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services as described herein, and Provider has represented that it has the experience, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider shall perform services for Client and under which Client shall compensate Provider; and

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

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider for performance of the Scope of Work as follows:

All sums payable under this Agreement are exclusive of sales, use, value-added or other taxes, which shall be the responsibility of the party required by applicable law to collect or pay such taxes.

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 material breach by the other Party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either Party of obligations accrued prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other that is marked confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, technical information, and customer lists.

The receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to its employees, contractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall not apply to information that is (i) publicly known through no fault of the receiving Party, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the disclosing Party's Confidential Information, or (iv) required to be disclosed by law, provided the disclosing Party receives prompt notice to seek protective relief.

A breach of this section would cause irreparable harm for which monetary damages may be inadequate; the disclosing Party shall therefore be entitled to seek injunctive relief in addition to any other remedies.

REPRESENTATIONS AND WARRANTIES; INDEPENDENT CONTRACTOR

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider represents that services will be performed in a professional and workmanlike manner in accordance with industry standards.

The Parties agree that Provider is an independent contractor for all purposes and not an employee, partner, or joint venturer of Client. Provider is responsible for all employment withholding, taxes, and benefits for its personnel.

Client is a Corporation Client is an LLC Provider is an Independent Contractor

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising out of its gross negligence, willful misconduct, or breach of this Agreement. Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, punitive or special damages. Total aggregate liability for direct damages under this Agreement shall not exceed the fees paid by Client to Provider during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Exclusive venue for any dispute shall be the state or federal courts located in the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including all exhibits and attachments) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the address of the Party set forth below or to such other address as a Party designates by written notice. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver by either Party of any breach or default shall be deemed a waiver of any subsequent breach or default. Neither Party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

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