Business Service Syms

Business Service Syms

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: , having its principal place of business at , and Client Name: , located at .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, implementation, and operational support, and possesses the experience and ability to perform the services described below;

WHEREAS, Client desires to retain Service Provider to perform certain services for Client, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that this Agreement set forth the full and complete understanding and allocation of the parties' rights and obligations relating to those services.

Scope of Work

Service Provider shall perform the services described above and such additional tasks as the parties may mutually agree in writing. Service Provider shall exercise commercially reasonable efforts and professional skill consistent with industry standards in performing such services.

Payment Terms

Service Fee (Base Amount): USD. Payment shall be made in accordance with the schedule below.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of , compounded monthly, or the maximum rate permitted by law, whichever is lower.

Expenses: Client shall reimburse Service Provider for preapproved, reasonable, and documented out-of-pocket expenses incurred in connection with performance of the services, subject to the reimbursement procedure set forth in the Payment Schedule.

Term and Termination

Term: This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any representation, warranty, or obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice identifying the breach.

Confidentiality

Definition: "Confidential Information" means all nonpublic information disclosed by a disclosing party to the receiving party that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential.

Obligations: 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 but no less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely for the purpose of performing under this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Term: The confidentiality obligations in this Section shall survive termination or expiration of this Agreement for a period of unless otherwise required by law.

Indemnification

Each party shall indemnify, defend and hold the other harmless from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligence in performing its obligations hereunder.

Limitation of Liability

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Notices

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

Entire Agreement

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

Sign Now