Business Services Argie

BUSINESS SERVICES AGREEMENT

This Business Services Agreement ("Agreement") is entered into effective as of between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider represents that it has the skill, experience and resources to perform professional business services as described herein; and

WHEREAS, Client desires to engage Service Provider to perform such services and Service Provider agrees to perform those services under the terms and conditions set forth in this Agreement.

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

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, deliverables, milestones and acceptance criteria are to be set forth below.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth in this section. Fees are exclusive of taxes unless otherwise stated.

Deposit required: . Final payment due upon completion of deliverables and acceptance unless otherwise agreed in writing.

Late payment: unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client will be responsible for reasonable collection costs, including attorney fees.

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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 written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of 15 days following written notice of such breach, or immediately upon insolvency or appointment of a receiver for the other party.

Upon termination, Client will pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect, including but not limited to confidentiality, indemnity and limitation of liability.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether disclosed orally, visually or in writing. The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations no less protective than this clause, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes generally known without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates to limit disclosure.

A breach of this confidentiality clause would cause irreparable harm for which monetary damages may be inadequate; accordingly, the non-breaching party is entitled to seek injunctive relief in addition to any other remedies.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of that party's gross negligence, willful misconduct, or material breach of this Agreement. Except for indemnification obligations and breach of confidentiality, in no event shall either party's aggregate liability exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Relationship of Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties.

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