Business Services Assembla

Business Services Assembla - Business Services Agreement

This Business Services Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services related to project management, software configuration, integration, and ongoing support as more specifically set forth herein; and

WHEREAS, Service Provider represents that it has the personnel, qualifications, and expertise necessary to perform such services and agrees to provide them on the terms and subject to the conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, payment terms, confidentiality obligations, and other terms governing the provision of services.

Scope of Work

Payment Terms

Total Fee:

Deposit Amount (if any):

Payment Due: Payments are due within days of invoice unless otherwise stated.

Late Fee: Unpaid amounts shall accrue interest at per month or the maximum rate permitted by law, whichever is less.

Term and Termination

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

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Confidentiality

Definition: "Confidential Information" means all non-public business, technical, financial, and customer information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence using no less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach by Receiving Party; (ii) was known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without an obligation of confidentiality; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of all preexisting materials, tools, methodologies, and intellectual property used in providing the services. Client shall own deliverables specifically created for Client under this Agreement, subject to Service Provider's ownership of underlying preexisting materials and general know-how.

License: Service Provider grants Client a non-exclusive, non-transferable license to use Service Provider's deliverables for Client's internal business purposes, conditioned upon Client's payment in full of all fees due under this Agreement.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation.

Limitation of Liability: Except for claims arising from a party's intentional misconduct, gross negligence, breach of confidentiality, or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages, and aggregate liability shall not exceed the fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

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.

Entire Agreement

Integration: This Agreement, including any exhibits, attachments, statements of work, and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral.

Miscellaneous

Notices: All notices hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

Amendments: Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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