Business RO Template

BUSINESS RO TEMPLATE

This Business Request Order and Services Agreement (the Agreement) is entered into as of by and between Client Name: with address and Service Provider: .

RECITALS

WHEREAS, Client requires certain business services and deliverables related to operational processes, project coordination, and reporting (the Services); and

WHEREAS, Provider represents that it possesses the necessary skill, experience, and personnel to perform the Services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement and performance of the Services.

SCOPE OF WORK

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Any change in the Scope of Work that affects price, schedule, or deliverables must be documented in a written change order signed by authorized representatives of both parties.

PAYMENT TERMS

ACH/Direct Deposit    Check    Wire Transfer    Credit Card

Invoices not paid within days of receipt shall incur a late fee of % per month on the outstanding balance, compounded monthly, and Client shall also be responsible for reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

Commencement Date:    Termination 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 a period of thirty (30) days after written notice of such breach. Termination does not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes business plans, financial data, proprietary processes, trade secrets, and customer information.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) limit disclosure to employees, contractors, or agents who need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes generally available to the public other than through the Receiving Party's breach, or that is independently developed without reference to the Disclosing Party's Confidential Information, or that is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party to allow for protective measures.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNITY

Provider is an independent contractor and not an employee, partner, or agent of Client. Provider is responsible for all taxes and benefits for its personnel. Provider shall maintain commercial general liability insurance and professional liability insurance as appropriate for the Services.

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from its negligence, willful misconduct, or material breach of this Agreement, subject to customary limitations on consequential damages.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to binding arbitration in the county where Client's primary place of business is located, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attached exhibits, schedules, or signed change orders, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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 of its assets.

Sign Now