Business Glam Document

Business Glam Document

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform the professional services described in this Agreement and Service Provider represents that it has the skill, experience, and personnel necessary to perform such services in a professional and workmanlike manner.

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services and deliver Work Product, including payment terms, confidentiality obligations, and remedies for breach.

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

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $

Invoicing and Payment Terms: Service Provider will submit invoices to Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Any disputed portion shall be raised in writing within ten (10) days of receipt of the invoice.

Late Payment: Unpaid amounts shall accrue interest at a rate of % per month (or the maximum permitted by law), with a minimum late charge of $ .

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for Services performed and Work Product delivered prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach by the other if the breaching party fails to cure such breach within 15 days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party in oral, written or electronic form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (i) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information and in no event less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Exceptions: Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was known to the receiving party prior to disclosure; or (d) is independently developed without use of the other party's Confidential Information.

Remedies: The parties acknowledge that breach of confidentiality may cause irreparable harm for which monetary damages may be inadequate; accordingly, the non-breaching party shall be entitled to seek equitable relief in addition to any other remedies at law or in equity.

INTELLECTUAL PROPERTY

Ownership of Work Product: Subject to full payment of amounts due under this Agreement, Service Provider assigns to Client all right, title, and interest in and to the Work Product created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing materials and general know-how.

License Back: To the extent Service Provider's pre-existing materials are incorporated in the Work Product, Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use such pre-existing materials as embedded in the Work Product solely for Client's internal business purposes.

REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Mutual Representations: Each party represents that it has full power and authority to enter into this Agreement and perform its obligations hereunder.

Service Provider Warranty: Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the defective Services or, if Service Provider cannot cure, repayment of fees paid for the defective Services.

Indemnification: Service Provider shall defend, indemnify and hold Client and its officers, directors and employees harmless from any third-party claims arising out of Service Provider's gross negligence, willful misconduct, or breach of intellectual property rights, subject to Client providing prompt written notice and reasonable cooperation.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, in no event shall either party's aggregate liability under this Agreement exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to choice of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If negotiation fails, the parties may pursue any remedies available at law or in equity in courts located in the state specified above.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including all attachments and any statements of work referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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