Business Example Template

Business Example Template

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

RECITALS

WHEREAS, Company desires to engage Contractor to perform certain services related to the business activities described in this Agreement, and Contractor has the necessary expertise, personnel, facilities and resources to perform such services in accordance with the terms and conditions set forth herein.

WHEREAS, the parties wish to set forth the scope, standards, compensation and other terms of their mutual agreement in writing to ensure clear responsibilities and performance benchmarks.

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

1. SCOPE OF WORK

Contractor shall perform the services, deliverables and milestones described below and in any attached exhibits. Contractor shall perform the services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

In consideration for the performance of the Scope of Work, Company shall pay Contractor the fees and reimbursements described below under the terms set forth in this Section.

Unless otherwise agreed in writing, invoices are due within 30 days of receipt. Overdue amounts shall accrue interest as set forth above and the prevailing party may suspend performance if amounts remain unpaid after notice and a ten (10) calendar day cure period.

3. TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice identifying the breach. Termination shall not relieve either party of any payment obligations accrued prior to termination.

4. CONFIDENTIALITY

Each party agrees that it will hold in confidence and not disclose to any third party any Confidential Information of the other party. "Confidential Information" means nonpublic information that is clearly designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) is rightfully received by the receiving party without restriction from a third party; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party to seek a protective order.

5. INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Contractor hereby assigns to Company all right, title and interest in and to any deliverables, inventions, developments and works of authorship created specifically in connection with the Scope of Work (collectively, "Work Product"). Contractor retains the right to use general skills, know-how and experience and pre-existing materials provided that Contractor obtains no rights in Company's Confidential Information or proprietary materials.

6. REPRESENTATIONS; INDEMNIFICATION

Each party represents that it has the authority to enter this Agreement. Contractor shall indemnify, defend and hold harmless Company from and against any third-party claims arising from Contractor's breach of representations, negligence, willful misconduct, or infringement of third-party intellectual property rights in connection with the performance of the Scope of Work.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate in writing).

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for resolution of disputes arising under this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral or written agreements, proposals and communications. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

10. SEVERABILITY; WAIVER

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any right under this Agreement shall not be deemed a waiver of such right or any other right.

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