Business Filled Template

BUSINESS FILLED TEMPLATE

This Business Services Agreement (the Agreement) is entered into as of by and between Client Name: with principal address at (Client), and Service Provider Name: with principal address at (Service Provider).

RECITALS

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider represents that it has the experience, qualifications and capacity to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client, including the scope, compensation, confidentiality protections, and remedies for breach;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described above in a timely, professional manner in accordance with industry standards. Any material change to the Scope of Work must be documented in a written amendment signed by both parties, which will specify any adjustment to the Compensation and Schedule.

2. PAYMENT TERMS

All payments are due in accordance with the Payment Schedule. Unpaid amounts shall accrue interest at the Late Payment Fee rate set forth above, beginning on the due date. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in enforcing payment.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above after receipt of written notice. Termination for cause shall not relieve the breaching party of liability for damages arising from such breach.

4. CONFIDENTIALITY

Each party acknowledges that in performance of this Agreement it may obtain Confidential Information of the other party. Confidential Information shall mean non-public information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential.

Each party shall: (a) maintain the other's Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) limit disclosure to employees, agents or subcontractors who need access to perform the Agreement and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this section shall survive termination for the period specified in Confidentiality Duration above.

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State identified above, without regard to choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the specified State for resolution of disputes.

6. ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments signed by both parties, 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 waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance. If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

NOTICES

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