Business Service CSA

BUSINESS SERVICE CSA

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services described herein and possesses the skills, personnel and resources necessary to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the performance, payment and confidentiality of such services.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below.

Invoices are due within days of invoice receipt. Late payments shall incur interest at the lesser of (a) or (b) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

TERM AND TERMINATION

Term Commencement Date:     Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination and for any non-cancellable commitments made by Service Provider in connection with performance.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature. 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 no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations in this section shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination or request, Receiving Party shall return or destroy Confidential Information and certify such destruction in writing if requested.

Confidential obligations are mutual and bind both parties.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt good-faith negotiation to resolve disputes. Any unresolved dispute shall be resolved by binding arbitration in the county of the chosen governing state, before a single arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors. Neither party shall have the authority to bind the other except as expressly set forth in this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for reference only and do not affect interpretation.

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