Business ESigned Document

Business ESigned Document

This Business Services Agreement (the "Agreement") is entered into effective as of by and between:

Client Name:

Service Provider Name:

Recitals

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

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to provide the services and will perform such services in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the provision and payment for such services.

Scope of Work

Payment Terms

Total Compensation: $ payable in accordance with the schedule below.

Invoices shall be submitted by Service Provider and paid by Client within days of receipt. Late payments shall accrue interest at the rate of on the outstanding balance, plus reasonable collection costs.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate without cause upon days' prior written notice.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential. Each party shall (i) protect Confidential Information of the other party with at least the same degree of care it protects its own confidential information, but in no event 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 those employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed without use of Confidential Information; or (d) required to be disclosed by applicable law or valid legal process, provided that the receiving party gives prompt notice to the disclosing party and cooperates to limit disclosure.

Representations, Warranties and Liability

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the dispute shall be resolved by binding arbitration conducted in the county in which Client's principal place of business is located, unless the parties agree otherwise in writing.

Entire Agreement; Amendment

This Agreement 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, modification, or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

Notices

Miscellaneous

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

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