Business Document Template Test Merge

Business Document Template Test Merge

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

Recitals

WHEREAS, Client Name: is engaged in the business described as ;

WHEREAS, Contractor Name: has the capability and expertise to provide the services described in this Agreement; and

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

Scope of Work

Contractor shall perform the services described below in a professional and workmanlike manner in accordance with the standards of the industry.

Payment Terms

Client shall pay Contractor the fees set forth below in consideration for the services rendered. Payment shall be made in United States dollars in accordance with the schedule specified.

Invoices are due within days of receipt unless otherwise specified. Client agrees to reimburse Contractor for reasonable documented expenses incurred in performance of the services if pre-approved in writing.

Term and Termination

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

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Contractor shall deliver to Client all work in progress and Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information only to perform its obligations under this Agreement.

The obligations set forth in this Section shall not apply to information that (i) is or becomes publicly available through no breach of this Agreement, (ii) is lawfully received from a third party without restriction, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt notice to the disclosing party and cooperates in any effort to obtain protective treatment.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy the other party's Confidential Information and certify in writing that it has done so, except that Contractor may retain one archival copy solely to ensure compliance with record-keeping obligations.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to its conflict of law principles.

Entire Agreement

This Agreement, including all exhibits and written schedules referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. 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, change of control or sale of substantially all of its assets.

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