Business LSI Template

Business LSI Template

Recitals

This Business Limited Services Instruction (the Agreement) is entered into effective on (Effective Date) by and between (Client) and (Service Provider).

WHEREAS, Client desires to engage Service Provider to perform certain limited, defined services as set forth herein; and

WHEREAS, Service Provider represents that it has the expertise and resources necessary to perform the services on the terms and conditions contained in this Agreement.

Scope of Work

Services shall be performed in accordance with the Scope of Work above and in compliance with all applicable laws and industry standards. Service Provider will devote commercially reasonable efforts to meet deadlines and milestones set by the parties.

Payment Terms

The parties agree that the fee will be payable as follows:

Any undisputed amount not paid within days of the invoice due date shall accrue interest at the rate of (Late Fee). Service Provider may suspend performance for amounts overdue beyond thirty (30) days after written notice.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Termination: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client will pay Service Provider for all services performed and expenses reasonably incurred through the termination date. Sections that by their nature survive termination shall remain in effect.

Confidentiality

Each party (Recipient) shall hold in confidence all non-public information disclosed by the other party (Discloser) and shall not use or disclose such Confidential Information except as required to perform under this Agreement or as required by law. Confidential Information does not include information that is: (a) already known to Recipient without restriction at the time of disclosure; (b) becomes publicly known through no act or omission of Recipient; (c) rightfully received from a third party without restriction; or (d) independently developed by Recipient without use of Discloser's Confidential Information.

The confidentiality obligations set forth herein shall continue for following termination or expiration of this Agreement.

Representations and Warranties; Indemnity

Each party represents that it has the corporate power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. To the extent permitted by law, Service Provider shall indemnify and hold Client harmless from claims arising out of Service Provider's gross negligence or willful misconduct in performing the services.

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 disputes arising under this Agreement.

Entire Agreement

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

Notices

Miscellaneous

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, that provision will be amended to achieve as nearly as possible the original intent, and the remainder of this Agreement will remain in full force and effect.

Sign Now