Business National Account

Business National Account Agreement

Parties and Account Identification

This Business National Account Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Account Holder operates a business requiring nationwide commercial services and desires to establish a Business National Account for centralized billing, pricing, and service provisioning; and

WHEREAS, Service Provider offers the goods and services described in this Agreement and is willing to provide such goods and services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to govern all National Account transactions between them until terminated in accordance with the terms below.

Scope of Work

Service Provider shall provide the goods and services to Account Holder on a national basis as specified in this section and in any attached exhibits or statements of work signed by both parties. The parties may supplement this Agreement with specific statements of work that detail deliverables, service levels, and timelines. Each statement of work shall incorporate the terms of this Agreement by reference.

Payment Terms

Account Holder shall pay Service Provider for services performed in accordance with the following terms. All fees are payable in United States dollars unless otherwise agreed in writing.

Invoices are due in accordance with the billing schedule. If payment is not received within the time specified on an invoice, Account Holder shall be responsible for a late fee calculated as follows:

All reimbursements, taxes, duties, or other governmental charges related to the services are the responsibility of Account Holder unless otherwise agreed in writing. Service Provider may suspend performance for any account with overdue amounts thirty (30) days or more past due after providing ten (10) days' written notice.

Term and Termination

This Agreement commences on the Start Date set forth below and continues until the End Date unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach that remains uncured for thirty (30) days following written notice specifying the breach. Either party may terminate for convenience upon providing the notice period specified above. Termination shall not relieve Account Holder of its obligation to pay for services performed and reimbursable expenses incurred prior to termination.

Confidentiality

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated in writing as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall: (a) hold the disclosing party's Confidential Information in strict confidence; (b) not disclose it to any third party except as permitted by this Agreement; and (c) use it only as necessary to perform obligations or exercise rights under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates in any available protective measures.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Except for claims arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability to the other shall exceed the total amount paid by Account Holder to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement and Amendments

This Agreement, including any statements of work or exhibits executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice to the other party. Notices are effective on receipt.

Acknowledgment

By executing below, the authorized representatives of each party acknowledge that they have read, understand, and agree to be bound by the terms and conditions of this Agreement.

Sign Now