Business Services Agreement Hollister

BUSINESS SERVICES AGREEMENT HOLLISTER

This Business Services Agreement ("Agreement") is made and entered into by and between Service Provider Name: with principal office at , and Client Name: with billing address .

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services and consulting within and around the Hollister area, and possesses the skills, personnel and resources to perform the services described in this Agreement; and

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

WHEREAS, the parties intend that the scope, payment, term and other material terms of their relationship be governed exclusively by this Agreement.

Scope of Work

Service Provider shall perform the services described below (the "Services"). Services shall include deliverables, milestones and acceptance criteria as agreed in writing by the parties. Service Provider will perform the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below. Fees are exclusive of applicable taxes unless otherwise indicated.

Invoices are payable within days of invoice date. Late payments shall bear interest at the lesser of (a) a rate of or (b) the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Bank transfer Check Credit card

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given its nature. Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) 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; and (iii) not disclose Confidential Information to third parties except to employees, contractors and professional advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property. All work product specifically developed for Client in connection with the Services and paid for in full ("Deliverables") shall be owned by Client upon full payment, subject to Service Provider's retained rights in general methodologies, know-how and tools. Service Provider shall grant Client a perpetual, non-exclusive license to use any Service Provider background materials incorporated into the Deliverables where ownership is not transferred.

Representations, Warranties and Limitations

Each party represents that it has the right and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. Service Provider may engage subcontractors to perform portions of the Services provided Service Provider remains responsible for their acts and omissions.

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 the chosen jurisdiction for resolution of disputes.

Entire Agreement

This Agreement, including any attachments, exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as either party may designate by notice in accordance with this section. Notices shall be deemed given when delivered personally, or three (3) days after deposit with the postal service when sent by certified mail, or upon delivery when sent by commercial overnight courier.

Sign Now