Business Services Amir Template

Business Services Amir Template

THIS BUSINESS SERVICES AGREEMENT (the "Agreement") is made effective as of (the "Effective Date"), by and between the parties identified below.

WHEREAS

1. Service Provider is engaged in the business of providing professional services and possesses the experience, personnel, and facilities necessary to perform the services described in this Agreement.

2. Client desires to retain Service Provider to perform certain services on the terms and conditions set forth herein, and Service Provider agrees to perform such services for Client subject to the terms of this Agreement.

3. The parties intend that the relationship created by this Agreement be that of independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship, or agency relationship except as expressly set forth herein.

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below. The parties acknowledge that the Scope of Work may be amended from time to time by a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for the services rendered in accordance with the following compensation terms:

Total Fee: $

Invoices are due and payable within calendar days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting past-due amounts.

Reimbursable expenses: Client will reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of services, provided that Service Provider furnishes receipts or other substantiation as reasonably requested by Client.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice for material breach by the other party that remains uncured for a period of fifteen (15) days after written notice of such breach, or immediately for insolvency or other winding-up events.

Upon termination, Client will pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Service Provider will deliver to Client all work in progress and completed deliverables and will provide reasonable assistance to effect an orderly wind down.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") and shall not use such information except to perform its obligations under this Agreement. Confidential information does not include information that is (a) publicly known through no fault of the Receiving Party; (b) rightfully received from a third party without restriction; (c) independently developed by the Receiving Party without reference to the Disclosing Party's confidential information; or (d) required to be disclosed by law or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any protective measures.

Upon termination or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so, except that Receiving Party may retain archive copies to the extent required by law or retained in general backup systems.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. To the extent Service Provider creates bespoke deliverables for Client under this Agreement, Service Provider hereby assigns to Client all right, title and interest in such final deliverables upon full payment of all amounts due; provided, however, that Service Provider shall retain a perpetual, non-exclusive, royalty-free license to use general knowledge, skills, and techniques developed in the course of performing the services that are not specific to Client's confidential information or proprietary materials.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party and its officers, directors and employees from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in the performance of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice-of-law principles. The parties shall attempt in good faith to resolve disputes by negotiation; if a dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to mediation prior to initiating litigation. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction.

MISCELLANEOUS

Independent contractor: Service Provider is an independent contractor and shall be solely responsible for payment of all taxes and benefits with respect to Service Provider's employees and subcontractors. Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of all or substantially all of its assets.

ENTIRE AGREEMENT

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

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