Business Letter ML

Business Letter ML

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with Client Address: and Contractor Name: with Contractor Address: .

WHEREAS

WHEREAS, Client requires certain business services described herein and desires to engage Contractor to provide those services on the terms set forth in this Agreement;

WHEREAS, Contractor represents that it has the necessary expertise, personnel, equipment and licenses to perform the services and agrees to provide services in a professional manner and in accordance with applicable law;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided.

Scope of Work

Contractor will perform the services described below in a competent, timely and professional manner. The parties agree that the following describes the core scope:

Payment Terms

Client shall pay Contractor in accordance with the following terms. All sums payable are stated in United States dollars unless otherwise agreed in writing.

If any undisputed amount due hereunder is not paid within days after the due date, Client shall pay interest at the rate of (or the maximum rate permitted by law, if lower). In addition, Contractor may suspend performance until overdue amounts are paid.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the effective date of termination.

Either party may terminate immediately for material breach by the other party if such breach remains uncured after days' written notice specifying the breach. Termination will not relieve Client of its obligation to pay for all services properly rendered and expenses incurred prior to the effective date of termination.

Confidentiality

During the term of this Agreement and for a period of three (3) years thereafter, each party (the Receiving Party) shall hold in strict confidence all non-public information disclosed by the other party (the Disclosing Party) that is designated as confidential or that, by its nature, a reasonable person would consider confidential ("Confidential Information"). Confidential Information excludes information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) was known to the Receiving Party prior to disclosure; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information only for the purposes of performing this Agreement, shall protect it with at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and shall not disclose it to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Upon written request, the Receiving Party shall return or destroy Confidential Information, except to the extent retention is required by law or internal record retention policies.

By checking this box, the signatory acknowledges receipt of and agreement to the confidentiality obligations set forth above and certifies that they have authority to bind the party they represent.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, representations and agreements, whether written or oral. Any amendment or waiver must be in writing and signed by authorised representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization provided the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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