Business Document View

BUSINESS DOCUMENT VIEW

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

RECITALS

WHEREAS, Client Name is engaged in the business of procuring certain professional services and requires such services on the terms set forth herein; and

WHEREAS, Service Provider Name possesses expertise and experience in providing the services described below and agrees to perform such services in accordance with this Agreement;

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

SCOPE OF WORK

Service Provider shall furnish all labor, materials, equipment and supervision required to perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, acceptance criteria and any required performance standards shall be set forth in the Scope of Work and any attachments incorporated by reference.

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule and are due within days of invoice receipt. Overdue amounts shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law. In addition to interest, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred in collecting past-due amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for material breach if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public written, electronic or oral information disclosed by a party in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully known to the recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed.

Each party shall: (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (iii) exercise at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that services will be performed in a professional manner consistent with generally accepted industry standards and that it will comply with all applicable laws in performing the services.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all materials, deliverables and work product created specifically for Client by Service Provider under this Agreement (Work Product) shall be deemed "work made for hire" and ownership of such Work Product shall vest exclusively in Client upon full payment of all amounts due. Service Provider retains ownership of its pre-existing materials, tools and methodologies and grants Client a non-exclusive license to any such pre-existing materials only to the extent embedded in delivered Work Product.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, or certified mail, return receipt requested, or by electronic mail with confirmation of receipt.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, either party may seek legal remedies in the courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect. The parties acknowledge that an award of injunctive relief may be appropriate to protect confidential information or intellectual property.

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