Business Document Staples Document

BUSINESS DOCUMENT STAPLES DOCUMENT

This Business Services Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Client requires certain business support, document preparation, and ancillary clerical services as described below; and

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

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

SCOPE OF WORK

Service Provider shall furnish the services and deliverables described below in a timely, professional manner consistent with industry standards. The Parties acknowledge that any change in scope will be handled in accordance with the Change Order provisions set forth in this Agreement.

PAYMENT TERMS

As consideration for the services rendered, Client shall pay Service Provider as follows.

Unless otherwise stated in the payment schedule, invoices are due within days of receipt. Late payments shall accrue interest as set forth below.

Late fee equal to % per month on the unpaid balance, but not to exceed the maximum allowable by law. If a minimum late fee applies, enter amount:

TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement without cause upon written notice delivered at least days prior to the intended termination date. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by either Party that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving Party; (b) was rightfully known by the receiving Party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall (i) protect Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) 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 in this Agreement. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for so long as such information remains a trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the Parties cannot resolve the dispute within thirty (30) days, the Parties agree that the dispute shall be resolved by final and binding arbitration conducted in the county of the governing state unless the Parties mutually agree otherwise.

ENTIRE AGREEMENT

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

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested). Notices shall be effective upon receipt.

MISCELLANEOUS

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 change of control so long as the assignee assumes Service Provider's obligations in writing. If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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