Business Quarterly Service Agreement

BUSINESS QUARTERLY SERVICE AGREEMENT

This Business Quarterly Service Agreement (the Agreement) is made effective as of (Effective Date), by and between:

Parties

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services described below and represents that it has the experience, personnel and capacity to perform such services;

WHEREAS, Client desires to retain Service Provider to perform quarterly services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be performed.

Scope of Work

Service Provider shall perform the services described below (Scope). The Scope may be amended from time to time by written change order signed by both parties.

Payment Terms

Client shall pay Service Provider as follows:

If Client fails to pay any undisputed amount when due, interest shall accrue on the unpaid amount at the rate specified above or the maximum rate permitted by applicable law, whichever is lower. Client shall also pay Service Provider's reasonable costs of collection, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that, under the circumstances, ought to be treated as confidential. Each party agrees: (a) to hold Confidential Information in strict confidence and not disclose it to any third party except as authorized in writing; (b) to use Confidential Information solely for performance or exercise of its rights under this Agreement; and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to the recipient prior to disclosure by the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the recipient without access to the disclosing party's Confidential Information. A disclosure required by law or regulation is permitted provided the recipient provides prompt notice to the disclosing party and cooperates in seeking confidential treatment or protective order where feasible.

Representations & Warranties; Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider's sole and exclusive remedy and Client's sole and exclusive remedy for breach of the foregoing warranty is re-performance of nonconforming services or, if Service Provider cannot re-perform within a reasonable time, a refund of the fees paid for such services.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against claims, liabilities, losses and expenses arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability

Except for liability arising from indemnification obligations, breaches of confidentiality or willful misconduct, neither party shall be liable for any indirect, incidental, consequential, special or punitive damages, and each party's aggregate liability for direct damages shall be limited to the aggregate fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided below or such other address as either party may designate in writing. Notice shall be effective upon personal delivery, three (3) days after deposit in the U.S. mail (first-class, certified), or one (1) business day after deposit with a recognized overnight courier.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one instrument.

Sign Now