Business ISP Document Template

Business ISP Document Template

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date: ,

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services related to network, connectivity, systems integration and related consulting services (the Services); and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel and resources to perform the Services on the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the Services and related deliverables.

Scope of Work

Service Provider shall perform the Services described below. The scope includes all tasks, deliverables, milestones and acceptance criteria specified. Any change to the Scope of Work must be agreed in writing by both parties and signed by authorized representatives.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of taxes unless otherwise stated; Client shall be responsible for all taxes arising from payments under this Agreement.

Invoices are payable within the period set forth in the Payment Schedule. Service Provider may suspend performance if Client fails to pay any undisputed invoice within the agreed payment period after notice. All payments shall be made in lawful currency of the jurisdiction specified below.

Term and Termination

This Agreement commences on the Effective Date and continues until the completion of the Services unless earlier terminated as provided herein.

Term Start Date:

Term End Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above following written notice. Termination does not relieve Client of the obligation to pay for Services performed through the effective date of termination and any non-cancellable commitments incurred by Service Provider.

Confidentiality

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical, financial and other proprietary information, whether written, electronic or oral, disclosed by the Disclosing Party and marked or identified as confidential or that reasonably should be understood to be confidential.

The Receiving Party shall use Confidential Information solely for the performance of this Agreement and shall safeguard it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that (i) is or becomes public through no breach by the Receiving Party, (ii) was rightfully known to the Receiving Party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing materials, methodologies and tools. Any transfer of intellectual property rights must be expressly documented and signed by both parties.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising from its negligence, willful misconduct or breach of this Agreement. Except for liability arising from breach of confidentiality, or indemnification obligations, neither party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of: , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of the selected jurisdiction for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or joint venture relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an acquirer of substantially all assets or business to which this Agreement relates.

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