Business LCR Template

Business LCR Template

This Business LCR Template (the "Agreement") is entered into as of Effective Date: by and between:

Provider Name: — Address:

Client Name: — Address:

Recitals

WHEREAS, Provider is engaged in the business of providing commercial services and has represented that Provider has the expertise, personnel and facilities necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Provider to provide such services under the terms and conditions set forth herein, and Provider agrees to perform those services in accordance with this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the full scope of their rights, duties and obligations with respect to the services contemplated herein.

Scope of Work

Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Payment Terms

The Client shall pay Provider the fees set forth below in consideration for the Services. All invoices are due in accordance with the schedule and are subject to the late fee provisions set forth herein.

Late Payment: Any amounts not paid when due shall bear interest at the lesser of (i) per month, compounded monthly, or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect past due amounts.

Term and Termination

Term: This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice at least days in advance to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by either party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.

Obligations: Each receiving party shall (a) protect Confidential Information using the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations hereunder; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was in the receiving party's possession prior to receipt; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Remedies: The parties acknowledge that breach of this section could cause irreparable harm for which monetary damages may be inadequate and that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies at law or equity.

Representations and Warranties

Each party represents and warrants that it has the full corporate or legal authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the Services will be performed in a professional manner consistent with industry standards.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of the Confidentiality provisions, neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles.

Entire Agreement

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices shall be deemed given upon receipt if delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

Miscellaneous

Independent Contractors: The parties are independent contractors and nothing in this Agreement shall create an agency, partnership, joint venture or employment relationship between the parties.

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

Sign Now