Business Document Template San Angelo

BUSINESS DOCUMENT TEMPLATE SAN ANGELO

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

RECITALS

WHEREAS, Client desires to obtain certain business services, consulting, and deliverables described herein from Service Provider under the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and qualifications to perform the services described in the Scope of Work and is willing to provide such services to Client in accordance with this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations in writing.

PARTY CONTACTS

SCOPE OF WORK

Service Provider shall perform the work and deliverables described below. The services shall include professional services, deliverables, project management, and reasonable revisions as set forth in the description.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements set forth below in accordance with the invoicing and schedule provisions. Unless otherwise agreed in writing, all fees are payable in U.S. dollars.

Service Provider may suspend performance if invoices are not paid within the agreed payment period following written notice. Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees, to the extent permitted by law.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with the number of days' prior written notice specified above. Either party may terminate for cause immediately upon written notice if the other party materially breaches a material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public information disclosed by a disclosing party to the receiving party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, pricing, customer lists, trade secrets, technical data, and any other proprietary information.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) take reasonable measures to protect confidentiality and prevent unauthorized disclosure. The obligations in this Section shall not apply to information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to receipt, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, provided that the receiving party gives the disclosing party prompt written notice and cooperates in any lawful effort to limit the disclosure.

Upon expiration or termination of this Agreement, the receiving party shall, at the disclosing party's option, promptly return or destroy Confidential Information and certify in writing the destruction of such materials.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A BREACH OF THE CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN 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 Texas, without regard to its conflicts of law provisions. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Texas for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments specifically incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.

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