Business Services ARP Template

Business Services ARP Template

This Business Services Accounts Receivable Protection Program Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: . The parties agree as follows.

RECITALS

WHEREAS, Client maintains accounts receivable arising from goods sold and services rendered in the ordinary course of Client's business and seeks to mitigate credit risk and improve cash flow through an Accounts Receivable Protection program ("ARP");

WHEREAS, Service Provider represents that it has experience and systems to administer ARP services including verification, monitoring, and protection measures described herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the ARP services to be provided by Service Provider to Client.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider fees as follows. Base Fee Amount: USD per month for the ARP services described above.

Late Payment Fee: interest at per month (prorated daily) on outstanding balances, plus reasonable costs of collection.

ACH / Bank Transfer Check Wire Transfer

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon material breach by the other party that remains uncured 30 days after written notice specifying the breach.

Effect of Termination: Upon termination Client shall pay all fees and expenses accrued through the effective date of termination. Service Provider shall deliver final reports and return or securely destroy confidential materials as instructed by Client.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and not disclose any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes nonpublic financial data, customer account details, debtor identities, pricing and protection protocols, and any information marked confidential or that a reasonable person would understand to be confidential.

The Receiving Party shall use 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. Confidentiality obligations survive termination for a period of 3 years, except for trade secrets which survive as long as protection under applicable law.

LIMITATION OF LIABILITY; INSURANCE

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The parties acknowledge that Service Provider shall maintain commercially reasonable insurance coverages appropriate to the services provided; evidence of such insurance shall be provided to Client upon request.

COMPLIANCE; TAXES

Each party shall comply with all applicable laws and regulations in performing its obligations. Each party shall be responsible for its own taxes, and Service Provider shall not withhold taxes on behalf of Client except as required by law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in the county of the Client's principal place of business, in accordance with the rules of the selected arbitration forum.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification 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, partnership or joint venture relationship. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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