Business Services Agres

Business Services Agres

This Business Services Agreement ("Agreement") is made as of by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider possesses the professional skills, personnel and expertise necessary to render the business services described herein; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement and Service Provider is willing to provide such services to Client.

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

Scope of Work

Service Provider will perform the services and deliverables detailed below. Service Provider shall use commercially reasonable efforts to complete the work in accordance with any schedule mutually agreed in writing.

Payment Terms

In consideration for the services, Client shall pay Service Provider in accordance with the following terms.

Service Provider shall submit written invoices to Client. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of receipt. All payments shall be in U.S. dollars.

Overdue amounts shall accrue interest at a rate of per month (or the maximum rate allowed by law, if lower). Client shall also reimburse Service Provider for reasonable collection costs.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party breaches a material obligation and fails to cure within fifteen (15) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver to Client any completed deliverables and reasonable work in progress.

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, given the nature of the information, ought reasonably to be treated as confidential. Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information only to perform its obligations under this Agreement, and (iii) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach by Receiving Party; (b) was in Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Receiving Party without use of Confidential Information. Upon termination or written request, Receiving Party shall promptly return or destroy Confidential Information and certify such destruction if requested.

Intellectual Property; Work Product

Service Provider shall retain ownership of its pre-existing materials and methodologies. Subject to full and final payment of fees due hereunder, Service Provider assigns to Client all right, title and interest in and to the deliverables specifically prepared for Client under this Agreement (the "Work Product"), and Service Provider shall execute documents reasonably necessary to effect such assignment. Notwithstanding the foregoing, Service Provider may retain and use general skills, know-how and lessons learned in performing the services.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested) or nationally recognized overnight courier, and shall be deemed given upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law provisions. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation; either party may seek injunctive or other equitable relief where appropriate to protect its rights.

Entire Agreement

This Agreement (including its exhibits and written attachments) constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship. Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

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