Business SE Document

Business SE Document

This Business Services Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain business, technical or advisory services as described herein, and Service Provider represents that it has the qualifications, experience and ability to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the services and Client will compensate Service Provider; and

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

1. Scope of Work

Service Provider shall perform the services described above in a timely, professional and workmanlike manner consistent with industry standards. Any material change to the scope must be agreed in writing by authorized representatives of both parties and may be subject to adjustment of fees and schedule.

2. Payment Terms

Any amounts not paid when due shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if lower), and Client shall be responsible for reasonable collection costs and attorney fees incurred by Service Provider in collecting overdue amounts.

3. Term and Termination

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

Either party may terminate this Agreement without cause by providing written notice at least days prior to the effective date of termination. Upon termination, Client shall pay Service Provider for all services rendered and reasonable expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care; (b) not use the other party's Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not disclose the other party's Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as applicable trade secret protection exists under law.

5. Intellectual Property

Except as otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools, and Client shall receive a non-exclusive, non-transferable license to any deliverables solely to the extent necessary for Client's internal use. Any modification of deliverables by Client or third parties voids any warranty with respect to such modifications.

6. Warranties; Limitation of Liability

Service Provider warrants that the services will be provided in a professional and workmanlike manner. Except as expressly set forth in this Agreement, Service Provider disclaims all other warranties, express or implied. Neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of or related to this Agreement, regardless of cause, and each party's aggregate liability shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

7. 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 agree that disputes shall be resolved in the state or federal courts located within that state, and each party consents to personal jurisdiction and venue therein.

8. Entire Agreement

This Agreement, including 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 or contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. 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, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship.

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