Business Service ABSHPL

BUSINESS SERVICE ABSHPL

This General Business Agreement ("Agreement") is entered into on this date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider has represented that it possesses the expertise, personnel and resources necessary to perform the services described herein and agrees to provide those services pursuant to the terms of this Agreement; and

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

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The scope described is intended to be specific and measurable; any material changes shall require a written amendment signed by both parties.

2. PAYMENT TERMS

Client shall pay Service Provider for services rendered as follows:

Unpaid amounts shall accrue interest at the lesser of: per month, compounded monthly, or the maximum lawful rate. In addition, Service Provider may charge a one-time administrative late fee of for any invoice unpaid more than days after the invoice date.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' written notice to the other party. Either party may terminate immediately for a material breach that is not cured within days after written notice of such breach.

Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination, nor relieve Service Provider of any obligations that by their nature survive termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) was independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Upon termination or written request, the receiving party shall promptly return or destroy the disclosing party's Confidential Information and certify in writing the destruction or return. The obligations of confidentiality shall survive termination for a period of years, except with respect to trade secrets, which shall remain protected to the extent permitted by law.

5. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents that it has the full right, power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. Client's sole remedy for breach of the foregoing warranty shall be re-performance of the nonconforming services or, if Service Provider is unable to re-perform within a reasonable time, a refund of amounts paid for the nonconforming services.

Neither party shall be liable to the other for incidental, consequential, special or punitive damages, except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, and except that Client remains responsible for all payments due under this Agreement.

6. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, damages, liabilities and costs (including reasonable attorneys' fees) arising out of the Indemnifying Party's negligence, willful misconduct, or breach of this Agreement.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other address as a party may designate by notice. Notices are effective upon receipt.

8. 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes.

9. ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets, provided the assignee assumes all obligations under this Agreement.

Sign Now