Business Products and Services Template

BUSINESS PRODUCTS AND SERVICES AGREEMENT

Parties

Provider Name:    Address:

Provider Contact Person:    Phone/Email:

Client Name:    Address:

Client Contact Person:    Phone/Email:

Effective Date:

Recitals

WHEREAS, Provider is engaged in the business of supplying products and performing services in the field of products and services described herein; and

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

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

Scope of Work

Deliverables and Acceptance Criteria:

Itemized Products (if applicable)

Item 1 Description: Quantity: Unit Price:

Item 2 Description: Quantity: Unit Price:

Item 3 Description: Quantity: Unit Price:

Payment Terms

Total Contract Price: $

Invoice Terms: Invoices are due within days of receipt. Late payments shall accrue interest at a rate of per month or the maximum allowed by law, whichever is less.

Taxes and Other Charges: Unless otherwise stated, Client is responsible for all applicable sales, use, value-added, and other taxes related to the products and services.

Term and Termination

Contract Term Commencement Date:

Contract Term End Date (if applicable):

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any proprietary or confidential information disclosed by the other party (the "Disclosing Party") except as required to perform under this Agreement. Confidential information includes, but is not limited to, trade secrets, business plans, pricing, customer lists, technical data, and other non-public information. The Receiving Party shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care.

The confidentiality obligations shall not apply to information that is: (a) publicly known at the time of disclosure; (b) becomes publicly known through no fault of the Receiving Party; (c) independently developed by the Receiving Party without use of the Disclosing Party's confidential information; or (d) lawfully obtained from a third party without restriction.

Representations, Warranties and Liability

Provider represents and warrants that the products will be free from material defects and that services will be performed in a competent and professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from a party's willful misconduct or gross negligence, in no event shall either party's liability under this Agreement exceed the total amount paid or payable to Provider under this Agreement in the six (6) months prior to the event giving rise to the claim.

Governing Law; Dispute Resolution

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. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the state and federal courts located in the governing state.

Entire Agreement; Amendment

This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

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