Business Metro Paperwork

BUSINESS METRO PAPERWORK

Parties and Effective Date

Company Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Company Name: operates and conducts business in metropolitan commercial services and desires to engage the Service Provider to perform specialized business services on the terms set forth herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources necessary to perform the scope of work described below and agrees to provide such services pursuant to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards, and shall supply all labor, supervision, materials, equipment, and permits necessary to complete the work, except as otherwise expressly provided in writing.

Payment Terms

All invoices are due and payable within the period specified in the Payment Schedule. Overdue amounts shall accrue the Late Payment Fee described above from the due date until paid. The Company may withhold payment for services that are nonconforming, defective, or not performed in accordance with the Scope of Work, provided the Company notifies the Service Provider in writing and provides a reasonable opportunity to cure.

Term and Termination

Term Commencement Date:

Term End Date:

Either party may terminate this Agreement for convenience upon providing the other party with the Notice Period specified above. Either party may terminate immediately for material breach if the other party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any nonpublic information disclosed by one party to the other, whether written, oral, electronic, or tangible, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. Confidential Information excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, shall not disclose such information to any third party except as expressly permitted in writing, and shall use Confidential Information solely to perform its obligations under this Agreement. The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and agree that injunctive or other equitable relief may be sought in addition to any other remedies.

Representations and Warranties; Indemnity

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. The Service Provider warrants that services will be performed in a professional manner consistent with industry standards. The Service Provider shall indemnify and hold harmless the Company from and against any third-party claims, losses, damages, liabilities, and expenses arising out of Service Provider's negligent acts or omissions, willful misconduct, or breach of this Agreement.

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. Any dispute arising under or relating to this Agreement shall be resolved in the courts located within that state, and the parties consent to exclusive jurisdiction and venue therein.

Entire Agreement and Amendment

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, 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

Acknowledgement

By signing below, the undersigned represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for whom they sign, that they have read, understand, and agree to be bound by all terms and conditions contained herein.

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