Business Services Agreement for L'Oréal

Business Services Agreement for L'Oréal

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

WHEREAS

WHEREAS, Client requires certain business services related to marketing, brand support, and project execution in connection with Client's worldwide operations; and

WHEREAS, Service Provider represents that it has the experience, personnel and abilities necessary to perform the services described in this Agreement and is willing to perform such services for Client under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and 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 workmanlike manner in accordance with industry standards. Any material change to the scope shall require a written change order signed by both parties.

2. Payment Terms

Unless otherwise agreed in writing, Service Provider shall invoice Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. All amounts are payable in the currency specified in the invoice.

If Client disputes any portion of an invoice in good faith, Client shall notify Service Provider promptly and pay any undisputed portion in accordance with the terms above. Fees for additional work outside the Scope of Work shall be agreed in writing prior to commencement.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective termination date. Upon termination for convenience, Client shall pay Service Provider for all Services performed and reasonable, documented expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public business, technical, financial and other information disclosed by one party ("Discloser") to the other ("Recipient") 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.

Recipient 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) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) was rightfully known to Recipient prior to disclosure; (iii) is rightfully received by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided Recipient gives Discloser prompt notice and reasonable assistance in seeking protective measures.

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

5. Intellectual Property

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, perpetual, worldwide, royalty-free license to use deliverables specifically created for Client pursuant to this Agreement ("Deliverables"). Service Provider retains ownership of its pre-existing materials and methodologies. To the extent Deliverables incorporate Service Provider's pre-existing materials, Service Provider grants Client a non-exclusive license to such materials solely as incorporated in the Deliverables.

6. Indemnification and Limitation of Liability

Service Provider shall indemnify, defend and hold harmless Client and its affiliates from and against any third-party claims arising out of Service Provider's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify Service Provider for Client's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties hereby submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Notices

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by notice.

10. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it.

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