Business G-Nov Template

BUSINESS G-NOV TEMPLATE

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: (hereinafter "Company") and Service Provider Name: (hereinafter "Provider"). Each of Company and Provider may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Company desires to engage Provider to perform certain business services and deliverables as set forth herein; and

WHEREAS, Provider represents that it possesses the competence, experience and resources to perform the services and deliverables on the terms and conditions of this Agreement; and

WHEREAS, the Parties wish to set forth the terms, conditions and scope of their relationship in writing.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall perform the services in a professional manner consistent with industry standards and shall supply all personnel, equipment and materials necessary unless otherwise specified.

PAYMENT TERMS

Company shall pay Provider the fees set forth below in consideration for Provider's performance. Unless otherwise agreed in writing, all fees are exclusive of taxes, duties and similar governmental charges which shall be the responsibility of the Party required by law to pay such amounts.

Provider will submit invoices to Company. Company shall pay invoiced amounts within days from the date of invoice. All payments shall be made in lawful currency of the United States unless otherwise agreed.

Any overdue amount shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law. In addition, Company shall be responsible for reasonable collection costs incurred by Provider.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party provided at least days prior to the effective date of termination. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall hold in strict confidence and shall not use or disclose to any third party any Confidential Information of the other Party (the "Disclosing Party") except as required to perform under this Agreement or as required by law. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Relationship of Parties. Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture, partnership or agency relationship. Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of its personnel.

Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction, provided the assignee assumes all obligations hereunder.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, certified mail (return receipt requested), or overnight courier and shall be effective upon receipt.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. Provider warrants that the services will be performed in a professional and workmanlike manner and in accordance with applicable laws and regulations.

INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligence or willful misconduct. Company shall indemnify Provider for claims arising from Company's breach or wrongful acts.

Sign Now