Business Services BuiltIn Template

Business Services Agreement

This Business Services Agreement (the "Agreement") is entered into as of (the "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 in the business of providing business services, including but not limited to consulting, operational support, and technology integration, and represents that it has the necessary experience, personnel, and resources to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth below under the terms and conditions of this Agreement; and

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

1. Scope of Work

Service Provider shall provide the services and deliverables described in this Section 1 (the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the Services. All amounts are stated in the currency agreed between the parties and are exclusive of taxes unless otherwise specified.

Service Provider shall submit invoices to Client. Payments due under each invoice shall be payable within days of the invoice date unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) one point five percent (1.5%) per month, or (b) the maximum rate permitted by law, commencing on the date due until paid. Alternatively, parties may specify a late fee of

3. Term and Termination

The term of this Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated pursuant to this Section 3.

Start Date:     End Date:

Either party may terminate this Agreement for any material breach by the other party that remains uncured for a period of days after receipt of written notice specifying the breach. Additionally, either party may terminate without cause upon days' prior written notice to the other party.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver any completed deliverables and any work in progress for which Client has paid.

4. Confidentiality

"Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.

The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to personnel with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement by the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the Confidential Information.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as such information remains a trade secret under applicable law.

5. Representations; Independent Contractor; Indemnity

Each party represents that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement, subject to applicable limitations of liability set forth herein.

6. 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. The parties submit to the exclusive jurisdiction of state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

7. Entire Agreement; Amendments

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

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

8. Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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