Business Light Template

BUSINESS LIGHT TEMPLATE

Parties

This Business Services Agreement (the "Agreement") is entered into as of by and between , a business organized at (hereinafter "Provider"), and , located at (hereinafter "Client").

Recitals

WHEREAS, Provider is engaged in the business of providing the services described in this Agreement and represents that it has the skill, personnel, and resources necessary to provide such services in a professional manner; and

WHEREAS, Client desires to retain Provider to perform certain services under the terms and conditions set forth herein, and Provider desires to perform such services for Client; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables shall be subject to Client's reasonable acceptance testing as set forth in the Scope of Work.

Payment Terms

Unless otherwise agreed in writing, invoices are due within days of receipt. Unpaid amounts shall accrue interest at a rate of % per month (or the maximum permitted by law), plus reasonable collection costs and attorneys' fees.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered 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 is not cured within thirty (30) days after receipt of written notice of the breach.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other 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. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach of this Agreement; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction. In the event of an unauthorized disclosure, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that the person signing below is duly authorized to bind that party. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Limitation of Liability

Except for fraud or willful misconduct, neither party shall be liable for incidental, consequential, special, or punitive damages. Each party's aggregate liability for claims arising out of this Agreement shall not exceed the total amount 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 State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Independent Contractor

Provider is an independent contractor and not an employee, agent, or partner of Client. Provider is responsible for all taxes, withholdings, and other statutory obligations with respect to its personnel.

Entire Agreement

This Agreement, including any exhibits and attachments explicitly 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, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Notices

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