Business Services Agreement East Coast

Business Services Agreement East Coast

This Business Services Agreement (the Agreement) is made effective as of by and between Service Provider: , with principal place of business at , and Client Name: , with principal place of business at .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services including but not limited to consulting, project management, and implementation of operational processes within the East Coast market;

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. Scope of Work

Service Provider shall perform the services described above (the Services) in a professional and timely manner consistent with industry standards. Any changes to the Scope of Work shall be made only by written change order executed by authorized representatives of both parties. Additional fees and revised schedules resulting from any change order shall be set forth in that change order.

2. Payment Terms

Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. All payments shall be made in United States dollars unless otherwise agreed in writing.

If any undisputed amount is not paid when due, interest will accrue on the unpaid balance at the rate specified in Late Payment Fee above, or the maximum rate permitted by applicable law, whichever is lower. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

3. Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Client may terminate for convenience upon prior written notice and payment of all undisputed fees and reimbursable expenses incurred through the effective date of termination. Provisions that by their nature survive termination shall survive.

4. Confidentiality

"Confidential Information" means 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 the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and disclosure is limited to the extent required.

Each receiving party shall: (i) protect the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not use such Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose such Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Upon termination, receiving party shall return or destroy Confidential Information as requested by the disclosing party.

5. Intellectual Property

Subject to Client's payment of all amounts due, Service Provider hereby assigns to Client all right, title, and interest in and to deliverables specifically created for Client under this Agreement and identified in the Scope of Work, excluding Service Provider's pre-existing materials, tools, templates, methodologies, and any general know-how. To the extent required, Service Provider shall execute documents reasonably necessary to effectuate such assignment.

6. Warranties; Disclaimer

Service Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

8. Independent Contractor

Service Provider is an independent contractor and shall not be deemed an employee, partner, agent, or joint venturer of Client. Service Provider shall be solely responsible for all taxes, withholdings, benefits, and insurance obligations arising from performance of the Services.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice given in accordance with this section. Notices shall be deemed given upon personal delivery, or three (3) business days after deposit with the United States Postal Service, or upon confirmation of delivery by a nationally recognized courier service.

10. 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 consent to the exclusive jurisdiction and venue of the state and federal courts located in the selected state for any dispute arising out of or relating to this Agreement.

11. Entire Agreement; Amendment

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

12. Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have negotiated the terms of this Agreement and that any ambiguity shall not be construed against the drafting party. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets.

Sign Now