Business MACRO Template

Business MACRO Template

Parties and Recitals

This Business Services Agreement (the Agreement) is entered into effective as of (Effective Date), by and between:

Service Provider Name:

Service Provider Address:

Client Name:

Client Address:

WHEREAS, Service Provider possesses the expertise and resources to perform the business services described below; and

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth in the Description of Services and any attachments incorporated by reference hereto.

Payment Terms

Unless otherwise agreed in writing, payments are due within days of invoice receipt. Client shall pay all undisputed amounts in full when due.

Interest on overdue amounts shall accrue at a rate of , or the maximum rate permitted by applicable law, whichever is lower. In addition, Service Provider may suspend performance if invoices remain unpaid for more than days following written notice.

Term and Termination

Term: This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Termination for Convenience: Either party may terminate this Agreement without cause by providing the other party with not less than days' prior written notice.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections relating to payment, confidentiality, indemnity, and governing law shall survive termination.

Confidentiality

Definition: "Confidential Information" means nonpublic business, technical or financial information disclosed by a disclosing party to the receiving party, whether disclosed orally, in writing, or by inspection, 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.

Obligation: The receiving party will (a) use Confidential Information only to perform its obligations under this Agreement, (b) disclose Confidential Information only to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was in the receiving party's possession prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Representations, Warranties, and Liability

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with applicable industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, and aggregate liability shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

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.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If such efforts fail, the parties may pursue any remedy available at law or in equity in the courts of the chosen governing law jurisdiction.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, including its attachments and any statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Amendment and Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. A waiver of any breach shall not constitute a waiver of any other right or subsequent breach.

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

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth above or such other address as either party may designate by notice to the other.

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