Business Document SignNow PDF

BUSINESS DOCUMENT SIGNNOW PDF

This Business Services Agreement (the Agreement) is entered into as of (Effective Date) by and between:

RECITALS

WHEREAS, Client seeks the performance of certain business services as described herein and wishes to retain Service Provider to perform those services;

WHEREAS, Service Provider represents that it has the experience, personnel, and qualifications necessary to provide the services set forth below on the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

SCOPE OF WORK

Service Provider shall perform the services described below (Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the terms set forth below. All amounts payable under this Agreement are exclusive of applicable taxes unless otherwise stated below.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing shall not apply to information that is (i) known to the receiving party prior to disclosure without obligation of confidentiality, (ii) becomes lawfully available to the public other than by breach of this Agreement, or (iii) is rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables created under this Agreement for Client's internal business purposes. Service Provider retains all right, title and interest in and to any pre-existing materials and methodologies. Any bespoke deliverables specifically developed for Client hereunder shall be owned by .

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with the performance of this Agreement.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral, relating to the subject matter hereof. No amendment, modification or waiver of any provision of this Agreement shall be effective unless 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 addresses set forth below or to such other address as a party may designate in writing in accordance with this section. Notice shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier service.

MISCELLANEOUS

The parties are independent contractors. Neither party shall be deemed an agent, partner, or joint venturer of the other. Neither party may assign its rights or delegate its obligations 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 or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

Sign Now