Business Service Contract PDF

Business Service Contract PDF

Parties

Recitals

WHEREAS, Service Provider represents that it possesses the necessary experience, skill and capacity to provide the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows effective as of .

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the Services as follows:

Invoices shall be payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs, including attorney fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that is not cured within 15 days after written notice of such breach or immediately for insolvency, bankruptcy, or the appointment of a receiver.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to third parties except to employees, contractors or advisors having a need to know and who are bound by confidentiality obligations; and (c) not use Confidential Information except to perform its obligations under this Agreement. Exceptions include information that is or becomes publicly known through no breach, was known by the receiving party prior to disclosure, or is required to be disclosed by law (in which case the disclosing party shall be given prompt notice where permitted).

Intellectual Property; Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a perpetual, nonexclusive, worldwide license to use the final deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of its preexisting materials, methodologies, know-how and tools. Any work product specifically identified in writing as a "work for hire" shall be owned by Client upon full payment, subject to Service Provider's retained rights in preexisting materials.

Warranties; Limitation of Liability

Service Provider warrants that it will perform the Services in a professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR LOST PROFITS DAMAGES.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnitor's breach of this Agreement, gross negligence, willful misconduct, or infringement of third-party intellectual property rights, subject to the indemnified party providing prompt written notice and reasonable cooperation.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any Schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. No modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered by personal delivery, nationally-recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

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