Business Services Agreement for Koch Foods

Business Services Agreement for Koch Foods

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: with its principal place of business at

and Client: with its principal place of business at

RECITALS

WHEREAS, Service Provider has expertise and experience in providing the services described in this Agreement and is willing to provide such services to Client on the terms and conditions set forth herein;

WHEREAS, Client desires to engage Service Provider to perform such services and Service Provider agrees to perform the services pursuant to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Fee (exclusive of taxes): $

Late Payment: Unpaid amounts shall accrue interest at the rate of % per month (or the maximum rate permitted by law), and Client shall be responsible for all collection costs, including reasonable attorneys' fees.

All fees are payable in U.S. dollars. Service Provider shall submit invoices to Client in accordance with the Payment Schedule. Unless otherwise specified, Client shall pay invoices within days of receipt.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, payment obligations, and limitations of liability shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party ("Discloser") to the other party ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, business plans, financial information, product plans, customer lists, and trade secrets.

Obligations: Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit access to Confidential Information to those of its employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein; and (c) not disclose Confidential Information to any third party without Discloser's prior written consent, except as required by law.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach by Recipient; (ii) is rightfully received from a third party without restriction and without breach of obligation; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is approved for release by Discloser in writing.

Duration: The confidentiality obligations set forth herein shall survive for a period of years following the termination or expiration of this Agreement, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

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 the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, 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 of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and shall be solely responsible for payment of its employees and contractors, and all employment taxes and benefits. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor by way of merger, acquisition or sale of all or substantially all of its assets.

Sign Now