Business HBS Template

Business HBS Template

This Business Services Agreement (the Agreement) is made effective as of by and between Client Name: with Principal Address: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business, technical and advisory services as set forth herein; and

WHEREAS, Service Provider represents that it has the qualifications, experience, and ability to perform such services in a professional manner; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Service Provider will perform the services described below. The description must include deliverables, milestones, and acceptance criteria. Any change to the scope will be governed by Section 8 (Change Orders).

2. PAYMENT TERMS

Client shall pay Service Provider for the services performed as follows. All fees are in U.S. dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at percent per month (or the maximum lawful rate if less). Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment.

Service Provider may seek reimbursement for reasonable out-of-pocket expenses only if pre-approved in writing by Client. Pre-approval required

3. TERM AND TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above. Either party may also terminate for convenience upon providing the notice required above; in such event Service Provider shall be entitled to payment for services performed and documented expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection. Recipient shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, agents or contractors on a need-to-know basis and subject to confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only for performance of this Agreement.

Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives prior written notice and cooperates with Discloser in any effort to limit or protect such disclosure. Upon termination, Recipient shall promptly return or destroy Confidential Information and certify such return or destruction in writing if requested.

5. INDEMNIFICATION AND LIABILITY

Each party shall indemnify and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from breaches of confidentiality, indemnification obligations, or willful misconduct, neither party's aggregate liability for any claim arising under this Agreement shall exceed the amounts actually paid by Client to Service Provider under this Agreement during the prior twelve (12) month period.

6. 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.

7. ENTIRE AGREEMENT

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

8. ADDITIONAL PROVISIONS

Independent Contractor: Service Provider is an independent contractor. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided such successor assumes the assigning party's obligations hereunder.

The parties hereby represent and warrant that they have the authority to enter into this Agreement and that the individuals signing below are authorized representatives.

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