Business Service 36-Month Contract

Business Service 36-Month Contract

This Business Service Agreement (the "Agreement") is entered into as of Date: by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing specialized business services and has represented that it possesses the skill, personnel and resources necessary to provide the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services, and Service Provider is willing to provide those services on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Service Provider will perform the services described below in a professional and workmanlike manner consistent with industry standards. Specific deliverables, milestones, and acceptance criteria shall be as set forth in this section or appended exhibits.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services rendered. All amounts are stated in U.S. dollars unless otherwise indicated.

Late payment shall accrue interest at the rate of per month on unpaid balances, or the maximum rate permitted by law, whichever is less. In addition, Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date and continue for a fixed period of thirty-six (36) months, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Termination for material breach shall be effective immediately upon written notice if the breach is not cured within thirty (30) days after receipt of written notice of such breach.

Early termination by Client without cause during the fixed term shall require payment of an early termination fee equal to the greater of (a) three (3) months of the then-current Monthly Service Fee or (b) actual documented costs reasonably incurred by Service Provider in reliance on this Agreement. Such fee is due within thirty (30) days of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally or in writing, 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. Confidential Information shall not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed without use of Confidential Information.

Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) take commercially reasonable measures to protect Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Service Provider warrants that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement; provided that the indemnified party gives prompt written notice of the claim, permits the indemnifying party to control the defense and settlement of the claim, and reasonably cooperates.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, strikes, acts of government, or interruptions of third-party services. The affected party shall give prompt notice to the other party and shall use commercially reasonable efforts to resume performance.

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 promptly by negotiation. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue any available legal or equitable remedies in the courts located in the county of the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. No amendment or modification shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

MISCELLANEOUS

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement shall constitute a partnership, joint venture, or agency relationship between them. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest.

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