Business Provision Template

Business Provision Agreement

This Business Provision Agreement ("Agreement") is made effective as of by and between Client Name: (Client) and Provider Name: (Provider). Client and Provider are each a "Party" and together the "Parties."

Recitals

WHEREAS, Client requires certain business services and deliverables related to the Client's operations, and Provider represents that it has the necessary expertise, personnel and resources to perform such services under the terms set forth in this Agreement;

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding the scope of work, payment, confidentiality and other terms governing the provision of services; and

WHEREAS, the Parties intend that this Agreement constitute the complete and exclusive statement of the terms of their arrangement.

Scope of Work

Provider shall perform the services and deliverables described below in a professional and timely manner in accordance with the standards customary in Provider's industry. Any material changes to scope shall be made only by written amendment signed by both Parties.

Payment Terms

In consideration for Provider's performance of the Scope of Work, Client shall pay Provider as set forth below. All fees are due in United States dollars unless otherwise agreed in writing.

All invoiced amounts not disputed in good faith within ten (10) calendar days of receipt shall be deemed accepted. Client shall be responsible for reasonable collection costs, including attorneys' fees, for overdue balances.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party that remains uncured for a period of thirty (30) calendar days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by either Party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information includes business processes, financial information, client lists, technical data, and any work product under this Agreement.

Each Party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

Confidential Information shall not include information that is: (i) publicly available through no breach of this Agreement; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of the other's Confidential Information. A Party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the other Party and cooperates in any effort to seek protective measures.

Upon expiration or termination of this Agreement, each Party shall return or destroy the other Party's Confidential Information and certify such destruction upon request.

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. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Agreement.

Notices

All notices required or permitted under this Agreement must be in writing and will be deemed delivered when delivered in person, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or to such other address as either Party may designate by notice to the other.

Miscellaneous

This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No modification or waiver shall be effective unless in writing and signed by both Parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors; nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

Representations and Warranties

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

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