Business LSR Template

Business LSR Template

This Letter of Service Request ("Agreement") is entered into as of the Effective Date between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client requires certain business services described herein and has requested that Service Provider perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider represents that it has the necessary experience, personnel and resources to perform the requested services and agrees to perform them in a professional and workmanlike manner consistent with industry standards;

WHEREAS, the parties wish to set forth their respective roles, deliverables, payment terms and other material terms in writing.

Scope of Work

Payment Terms

Total Contract Amount: $ . Unless otherwise set forth below, Client shall pay Service Provider in accordance with the following schedule.

Initial Deposit: or % of Total Contract Amount.

Payment Terms: Invoices are due within days of invoice receipt. Payments not received within such period shall be subject to a late fee of % per month, compounded monthly, or the maximum allowed by applicable law, whichever is less.

All payments shall be made in United States Dollars to the remittance instructions provided by Service Provider. Client shall reimburse reasonable, preapproved out-of-pocket expenses associated with performance of the Scope of Work.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination. Provisions that by their nature survive termination, including confidentiality, indemnification and payment obligations, shall survive termination or expiration of this Agreement.

Confidentiality

"Confidential Information" means nonpublic information disclosed by a party relating to its business, technology, customers, pricing, marketing plans, financial information and other proprietary information, whether disclosed orally, visually or in writing. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure as evidenced by written records; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Each party agrees to (a) use Confidential Information solely for purposes of performing its obligations under this Agreement; (b) limit disclosure of Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidentiality obligations shall continue for years following termination or expiration of this Agreement.

Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by applicable law or a valid order of a court or governmental authority, provided that the receiving party gives the disclosing party prompt written notice and reasonably cooperates to seek confidential treatment or a protective order.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement

This Agreement, including the Scope of Work and any attached schedules or exhibits expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices and Contacts

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice in accordance with this section.

Additional Provisions

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. Service Provider shall be solely responsible for its employees and contractors.

Limitation of Liability: Except for each party's indemnification obligations or willful misconduct, in no event shall either party be liable for indirect, incidental, consequential or punitive damages. The parties' aggregate liability for direct damages arising out of or related to this Agreement shall be limited to the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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