Business Longform

BUSINESS SERVICES AGREEMENT

RECITALS

This Business Services Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS, Client engages Provider to perform the services described below, and Provider has the expertise and capacity to perform such services in accordance with the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms governing Provider’s provision of services, payment, confidentiality, and other mutual obligations.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below. Provider shall perform services in a professional, workmanlike manner consistent with industry standards and the specifications agreed by the parties.

PAYMENT TERMS

Client shall pay Provider the fees set forth in this Section in consideration for the performance of the Services.

All fees are exclusive of applicable taxes, which Client shall be responsible to pay. Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise specified, invoices are due within 30 days of Client's receipt.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice, or immediately for cause where permitted by law. Upon termination, Client shall pay Provider for all services performed and reasonable expenses incurred through the effective date of termination, subject to any setoff rights to which Client is entitled for Provider's uncured breaches.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, financial information, technical data, trade secrets, and client lists. Each party agrees: (a) to hold Confidential Information of the other party in strict confidence; (b) not to use Confidential Information except as necessary to perform rights or obligations under this Agreement; and (c) to restrict disclosure to employees, contractors, and agents who have a 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 publicly known through no breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the other party’s Confidential Information. If a receiving party is compelled by law to disclose Confidential Information, it shall provide the disclosing party prompt written notice and reasonably cooperate to seek a protective order or other appropriate remedy.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for claims arising from gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

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 courts located in that State for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of Provider’s assets provided the assignee assumes Provider’s obligations hereunder.

Notices: Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other addresses as either party may specify in writing.

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, negotiations, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

SIGNATURES

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