Business Services AFM

Business Services AFM

Document Analysis

Type: This Business Services AFM is a bilateral commercial services agreement establishing the scope, payment terms, confidentiality and governing law for periodic business services delivered by a service provider to a client.

Typical sections included: WHEREAS recitals, Scope of Work, Payment Terms (amount, schedule, late fees), Term and Termination (start and end dates, notice requirements), Confidentiality, Governing Law, Entire Agreement and signature block for two parties.

Parties: Two-signature contract — Client and Service Provider. This form captures identifying details, addresses, service description, compensation schedule, and formal certifications required for enforceability.

Agreement

Effective Date:

This Agreement is entered into between Client Name: , with principal address: and Service Provider Name: , with principal address: (collectively, the Parties).

WHEREAS

WHEREAS, the Client requires certain business services described below to support its operations, marketing, and administrative functions; and

WHEREAS, the Service Provider represents that it has the experience, personnel, and capacity to provide such services in a professional manner and agrees to perform the services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms governing performance, payment and confidentiality of the services to be performed.

Scope of Work

Deliverables and acceptance criteria must be in writing; unless otherwise agreed in writing, acceptance will be deemed to occur upon Client's written acknowledgement or seven (7) calendar days after delivery if no material defects are asserted.

Payment Terms

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed, Client shall pay invoiced amounts within days of invoice receipt.

Overdue amounts shall accrue interest and collection costs as specified above. The Service Provider may suspend performance if payments are more than days past due, provided the Service Provider gives ten (10) days' written notice and an opportunity to cure.

Term and Termination

Term Commencement Date: . Termination Date (if any):

This Agreement shall continue until completion of the Services or until terminated earlier as provided herein. Either Party may terminate for convenience upon days' prior written notice. Either Party may terminate for material breach if the breach remains uncured after thirty (30) days' written notice specifying the breach.

Upon termination, the Service Provider will deliver work in progress and Client will pay for all services performed and expenses incurred through the effective termination date, subject to any set-offs for defective or incomplete work as reasonably determined.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes generally known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall: (a) hold Confidential Information in confidence using the same degree of care it uses to protect its own similar information, but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. These obligations survive termination for a period of years.

Intellectual Property and Work Product

Unless otherwise agreed in writing, the Service Provider grants the Client a non-exclusive, perpetual, worldwide license to use deliverables created specifically for the Client upon full payment. Pre-existing materials, tools, methodologies and Service Provider's know-how remain the Service Provider's property; the Service Provider grants the Client a limited license to those elements only to the extent embedded in the deliverables.

Indemnification and Liability

Each Party shall indemnify and hold harmless the other Party from third-party claims arising from its gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from willful misconduct or a breach of confidentiality, each Party's aggregate liability under this Agreement shall not exceed the total amount actually paid by the Client to the Service Provider under this Agreement in the preceding twelve (12) months.

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 laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising from this Agreement.

Entire Agreement

This Agreement, including all appendices and referenced statements of work, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Notices

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party shall assign this Agreement without the prior written consent of the other Party, except that either Party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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