Business Product & Services Template

BUSINESS PRODUCT & SERVICES AGREEMENT

This Business Product & Services Agreement (the Agreement) is made and entered into as of by and between Client Name: , whose principal place of business or mailing address is , and Service Provider Name: , whose principal place of business or mailing address is .

RECITALS

WHEREAS, Client engages in the business of acquiring products and contracting for services as specified herein; and

WHEREAS, Provider possesses experience, expertise, personnel and facilities to supply the products and perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver the products and perform the services and Client will pay for the same.

SCOPE OF WORK

Deliverables, specifications, milestones and acceptance criteria shall be as described above. Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Invoices are due within days of receipt. Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law), compounded monthly, plus all collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Termination will not relieve Client of its obligation to pay for products delivered and services performed prior to termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall: (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INDEPENDENT CONTRACTOR; INTELLECTUAL PROPERTY

Provider is an independent contractor and is not an employee, agent, joint venturer or partner of Client. Provider retains ownership of pre-existing intellectual property. Unless otherwise agreed in writing, all deliverables created specifically for Client under this Agreement shall be the property of Client upon full payment; Provider may retain and use general skills, ideas, know-how and non-confidential techniques developed or used in connection with the services.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party will be liable to the other for incidental, consequential, special, punitive, or exemplary damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other addresses as a party may designate by notice:

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by the courts located in the chosen jurisdiction, each party submitting to the exclusive jurisdiction thereof.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is found unenforceable, the remaining provisions will continue in full force. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all Provider's assets.

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