Business Service Setup

Business Service Setup

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

Recitals

WHEREAS, the Service Provider has expertise in provisioning business services and related setup, configuration, and onboarding tasks necessary to deliver the services described herein; and

WHEREAS, the Client wishes to procure such services to implement or configure systems, infrastructure, or processes as further detailed in the Scope of Work; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the provision and payment of services under this Agreement.

Scope of Work

The Service Provider shall perform the services, tasks, and deliverables described below. The parties acknowledge that specific deliverables, milestones, acceptance criteria, and any client-supplied prerequisites are material to timely performance.

Payment Terms

In consideration for the services rendered by the Service Provider, the Client shall pay the fees and reimburse expenses in accordance with the terms below. All fees are exclusive of taxes unless otherwise stated.

Any amounts not paid within days of the invoice due date shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. In addition, the Service Provider may suspend performance for overdue amounts following ten (10) days' written notice.

Term and Termination

This Agreement commences on the Start Date set forth below and continues until the End Date or until earlier termination in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice, or for insolvency, or where injunctive relief is necessary to prevent irreparable harm.

Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict access to those employees, contractors, and agents who need access to perform such obligations, and (iii) protect Confidential Information with no less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without restriction.

The confidentiality obligations herein survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law. Nothing in this Section prevents the receiving party from making disclosures required by law so long as the receiving party provides prompt notice and cooperates reasonably to limit the disclosure.

Independent Contractor; Indemnification

The Service Provider is an independent contractor and not an employee, agent, or partner of the Client. The Service Provider retains sole responsibility for payment of its employees and contractors and for compliance with applicable employment laws and withholding taxes.

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct, or breach of this Agreement, subject to the indemnified party's compliance with reasonable notice and mitigation obligations.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

Entire Agreement; Amendments

This Agreement, including any attachments and accepted statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight carrier, or certified mail, return receipt requested, and shall be effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or proprietary rights, and the non-breaching party may seek equitable relief in addition to any other remedies.

Sign Now