Business Document SHL

Business Document SHL

This Business Services Agreement (the Agreement) is entered into as of by and between the following parties: Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client seeks to retain Service Provider to perform certain business services described herein; and

WHEREAS, Service Provider has represented that it has the expertise, personnel and resources to perform the services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which services will be provided and compensated.

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with prevailing industry standards and shall assign personnel with appropriate skill and experience to perform the services.

Payment Terms

Invoices shall be issued by Service Provider in accordance with the payment schedule. Unless otherwise agreed in writing, Client will remit payment within days of invoice receipt. Any undisputed past-due amount shall accrue interest at the rate of % per month (or the maximum permitted by law), together with a one-time late fee if unpaid after days.

Term and Termination

This Agreement commences on the Start Date of and, unless earlier terminated in accordance with this Agreement, will terminate on the End Date of .

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after written notice of breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees to (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) disclose Confidential Information only to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

The obligations in this section shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall survive for so long as such information qualifies as a trade secret under applicable law. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon request, the receiving party shall return or destroy confidential materials and certify such destruction.

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 resolution of any disputes arising under this Agreement.

Miscellaneous

Entire Agreement: This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of its gross negligence or willful misconduct in performance of this Agreement, subject to applicable law.

Notices

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