Business Services BCSD Contract

Business Services BCSD Contract

This Business Services BCSD Contract ("Agreement") is made and entered into as of Effective Date: by and between Service Provider: with principal place of business at , and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services including advisory, implementation, and technical support; and

WHEREAS, Client desires to retain Service Provider to perform certain services for the benefit of Client and Service Provider is willing to perform those services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the scope, payment terms, confidentiality obligations, and other terms governing their relationship.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. Any material change to the Scope of Work shall require a written amendment signed by both parties.

PAYMENT TERMS

Unless otherwise provided in writing, Service Provider will invoice Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within the Invoice Terms set forth above. Any undisputed amount not paid when due shall accrue interest at the Late Fee rate specified above until paid. All payments are exclusive of taxes; Client is responsible for applicable taxes unless a valid exemption is provided.

TERM AND TERMINATION

Term Start Date:     Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the Notice Period following receipt of written notice. Client may terminate for convenience upon providing the Notice Period and payment for services performed through the effective date of termination. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by a party relating to its business, operations, plans, clients, products, services, or trade secrets. Receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors having a need to know and who are bound by confidentiality obligations no less protective than those hereunder.

Confidential Information does not include information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. Upon termination or upon written request, receiving party will return or destroy Confidential Information as directed by disclosing party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Each party consents to the exclusive jurisdiction and venue of the courts located in that jurisdiction for any dispute arising under or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Assignment: Neither party may assign its rights under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

NOTICES

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