Business Ongoing Document

BUSINESS ONGOING SERVICES AGREEMENT

This Business Ongoing Services Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client is engaged in the business of operating and managing certain commercial activities and requires ongoing professional services to support those activities; and

WHEREAS, Service Provider represents that it has the skill, personnel, and resources to provide such ongoing services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of such services.

SCOPE OF WORK

Service Provider shall perform the ongoing services described below and such other services as the parties may agree in writing from time to time.

PAYMENT TERMS

Compensation: In consideration for the Services, Client shall pay Service Provider a fee of $ (the "Fee") in accordance with the payment schedule below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Invoicing: Service Provider shall submit invoices to Client at the address specified below. Invoices are due within days of receipt unless otherwise agreed.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus all costs of collection, including reasonable attorneys' fees. The parties may agree to a flat late fee of $ in lieu of interest if specified in writing.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. For termination for cause, the non‑breaching party shall provide written notice of the breach and the breaching party shall have days to cure the breach. If not cured within the cure period, the Agreement may be terminated immediately upon written notice.

Effect of Termination: Upon termination, Client will pay Service Provider for all Services rendered and reasonable, documented expenses incurred up to the effective date of termination. Sections entitled Confidentiality, Governing Law, Indemnification, and Entire Agreement shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non‑public information disclosed by either party to the other, 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.

Obligations: Each recipient shall (a) use Confidential Information only for the purposes of performing under this Agreement; (b) restrict disclosure of Confidential Information to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known to recipient without restriction on use or disclosure prior to receipt; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

Duration: Confidentiality obligations shall remain in effect for years following termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

GOVERNING LAW; 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 conflict of laws principles.

Disputes: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved by negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity.

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and incorporated documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and communications, whether oral or written.

Amendment: No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

REPRESENTATIONS; INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Indemnification: Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third‑party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or relating to Service Provider's gross negligence, willful misconduct, or material breach of this Agreement.

Sign Now