Business Service Communication

BUSINESS SERVICE COMMUNICATION

Parties and Contact Information

WHEREAS Recitals

WHEREAS, Client requires certain business services described in this Business Service Communication and wishes to engage Service Provider to perform such services on the terms set forth herein; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel and resources to perform the requested services and is willing to provide such services under the terms of this Communication; and

WHEREAS, the parties intend for this Business Service Communication to define the scope, payment, confidentiality and other commercial terms governing the parties' relationship for the services described below.

Scope of Work

Service Provider shall provide the following services and deliverables to Client. The scope includes performance standards, milestones, and acceptance criteria as detailed below.

Payment Terms

Client agrees to compensate Service Provider as follows:

Total Contract Price: US$ payable in accordance with the payment schedule below.

Payment Due: Invoices are due within days from invoice date. Late payments shall incur interest at per month on the outstanding balance, or the maximum permitted by law, whichever is lower.

Expenses: Client shall reimburse preapproved, reasonable out-of-pocket expenses incurred by Service Provider upon submission of receipts.

Term and Termination

This Communication commences on and continues until , unless earlier terminated as provided below.

Either party may terminate this Communication for convenience upon giving days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured after 15 days' written notice specifying the breach.

Upon termination, Service Provider shall invoice Client for work performed through the effective date of termination, and Client shall pay such invoiced amounts in accordance with the Payment Terms. Sections that by their nature survive termination shall survive.

Confidentiality

Each party acknowledges that during performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form 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.

The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform obligations under this Communication, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality no less protective than those herein. Exceptions include information that is or becomes public without breach, is independently developed, or is required to be disclosed by law with prior notice to the disclosing party where legally permissible.

Liability and Indemnification

Except for liability arising from willful misconduct or gross negligence, neither party's aggregate liability for claims arising out of or relating to this Communication shall exceed the total fees paid by Client to Service Provider under this Communication in the twelve (12) months preceding the claim. Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Communication, negligence, or willful misconduct, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

Governing Law and Dispute Resolution

This Communication 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 to attempt in good faith to resolve disputes promptly by negotiation between senior representatives, and if unsuccessful, disputes shall be resolved in the state or federal courts located within the chosen state.

Amendments and Assignment

This Communication may be amended only by a written instrument duly executed by both parties. Neither party may assign its rights or delegate its duties under this Communication without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Entire Agreement

This Business Service Communication, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. In the event of a conflict between this Communication and any purchase order or other Client document, the terms of this Communication shall prevail unless expressly agreed otherwise in writing by both parties.

Notices

All notices required or permitted under this Communication shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices shall be deemed given upon receipt when delivered personally, or three (3) business days after deposit in the U.S. mail, postage prepaid, or upon confirmation of transmission if sent by email.

Sign Now