Business Services BCC Agreement

Business Services BCC Agreement

This Business Services BCC Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Service Provider to perform business services described in this Agreement and Service Provider represents that it has the skills, experience and resources to perform such services in a professional manner; and

WHEREAS, the parties intend to set forth the terms and conditions under which Service Provider will deliver services and deliverables to Client, including payment, confidentiality, term and termination, and allocation of rights and remedies.

WHEREAS, the parties desire that this Agreement constitute the complete and binding statement of their agreed obligations with respect to the subject matter hereof.

Scope of Work

Service Provider will provide the services and deliverables described below. Service Provider will perform services in accordance with professional standards and the schedule agreed by the parties.

Payment Terms

Client shall pay Service Provider the fees for services as set forth below. Unless otherwise stated, payments are due in accordance with the invoice terms.

Late payments shall accrue interest and fees as set forth below. Client is responsible for all taxes, duties and other governmental charges, except Service Provider's income taxes.

ACH / Bank Transfer Check Credit Card

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, will continue until the End Date.

Start Date:   End Date:

Confidentiality

Each party (the Receiving Party) may receive confidential information of the other party (the Disclosing Party). The Receiving Party shall (a) keep such information confidential; (b) use such information solely to perform its obligations under this Agreement; and (c) not disclose such information to any third party except as required for performance of this Agreement or as required by law.

Confidential information does not include information that: (i) was already known to the Receiving Party without obligation of confidentiality; (ii) is or becomes publicly available through no act or omission of the Receiving Party; (iii) is received from a third party having the right to disclose; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client, upon full payment of all fees due, all right, title and interest in and to any deliverables prepared specifically for Client under this Agreement (Work Product). Service Provider retains ownership of its pre-existing materials, methodologies and general know-how, and grants Client a non-exclusive license to any such materials incorporated in the Work Product solely to the extent necessary to use the Work Product.

Independent Contractor; Insurance; Indemnification

Service Provider is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership or joint venture. Service Provider shall maintain appropriate insurance and shall indemnify, defend and hold harmless Client from liabilities arising out of gross negligence or willful misconduct of Service Provider.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of each party arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices under this Agreement must be in writing and delivered to the addresses below by hand, certified mail, or overnight courier and will be effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith through negotiation prior to initiating litigation.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and representations. Any amendment or modification must be in writing signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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