Business Services C2 Template

BUSINESS SERVICES AGREEMENT (C2 TEMPLATE)

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

RECITALS

WHEREAS, Service Provider has expertise and experience in providing professional business services as described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth herein and Service Provider is willing to provide such services under the terms and conditions of this Agreement.

WHEREAS, the parties intend that the obligations and rights set forth in this Agreement shall govern the relationship between the parties.

SCOPE OF WORK

Service Provider will perform the services described below. The services will be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the compensation described below in consideration for the services rendered. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice no less than days prior to the intended termination date.

Either party may immediately terminate this Agreement for cause upon material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or business information disclosed by one party to the other, whether oral, written or electronic, 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.

Each receiving party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need-to-know and are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or upon written request, the receiving party shall promptly return or securely destroy all Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to any pre-existing intellectual property and tools used in performing the services. All deliverables specifically created for Client pursuant to this Agreement shall be deemed a "Work Made for Hire" and ownership shall vest in Client upon full payment; to the extent any such deliverables do not qualify as Work Made for Hire, Service Provider hereby assigns all right, title and interest in such deliverables to Client upon full payment.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, damages, losses and expenses arising out of that party's gross negligence or willful misconduct in the performance of its obligations under this Agreement. Neither party shall be liable to the other for incidental, consequential, special or punitive damages, except for breaches of confidentiality or indemnification obligations.

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.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized courier service.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The relationship of the parties is that of independent contractors. Neither party shall be deemed an agent, partner, joint venturer or employee of the other for any purpose. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

SIGNATURES

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