Business Services 12x20

BUSINESS SERVICES 12x20

Parties

Service Provider:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing commercial business services and agrees to deliver the services described in this Agreement on the terms set forth herein; and

WHEREAS, Client desires to retain Service Provider to perform the Business Services 12x20 package, which consists of specified deliverables, installation, and post-implementation support as described in the Scope of Work below; and

WHEREAS, the parties intend this Agreement to set forth their entire understanding with respect to the Services and related obligations.

Scope of Work

Payment Terms

Total Contract Amount: $

Final Balance Due On Completion:

Late Payment: If any undisputed amount is not paid within days after the due date, interest will accrue at or the maximum permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Service Provider to collect overdue amounts.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within 15 days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (a) use Confidential Information only for performance under this Agreement, (b) restrict disclosure to its employees, agents, and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

The obligations in this section shall survive for years following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Insurance; Indemnification

Service Provider shall maintain commercially reasonable insurance for the duration of this Agreement, including general liability and workers' compensation as required by law. Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

Governing Law

This Agreement 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Modification; Entire Agreement

Any modification to this Agreement must be in writing and signed by authorized representatives of both parties. This Agreement, including all attachments and referenced statements of work, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter hereof.

Notices

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

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