Business Document Template for Sharon Woods

Business Document Template for Sharon Woods

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

RECITALS

WHEREAS, Client desires to obtain certain professional business services described herein and has engaged Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, capacity, and technical skill necessary to perform the services described in the Scope of Work and will perform such services in a professional and workmanlike manner consistent with industry standards.

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality, term and termination, and other matters as set forth below.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). The Services will be performed in accordance with the schedule and deliverables set forth by the Parties.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the terms set forth in this Payment Terms section. All amounts are in U.S. dollars unless otherwise stated.

Invoices shall be submitted to the Client and are due as set forth in the Payment Schedule. Unpaid amounts shall accrue interest at the Late Payment Fee rate set above until paid. Client shall reimburse reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue through End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party of at least days. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed and in-progress work to Client and Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors, or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was already known to the Receiving Party without restriction at the time of disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The confidentiality obligations under this Agreement shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain subject to protection for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including its exhibits and any written statements of work incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement or any rights hereunder 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 agrees to indemnify, defend, and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable limitations of liability.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above by hand delivery, nationally recognized overnight courier, certified mail (return receipt requested), or other method agreed in writing. Notice is effective upon receipt.

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