Business Services Canopy

Business Services Canopy Agreement

This Business Services Canopy Agreement (the Agreement) is made effective as of by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services and solutions designed to support the Client's operational, administrative, and strategic requirements; and

WHEREAS, Client desires to retain Service Provider to provide certain services under the terms set forth in this Agreement, and Service Provider agrees to perform such services in accordance with the terms, conditions and limitations set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1. Scope of Work

Service Provider will perform the services described below (Services). The Services shall be performed in a professional manner consistent with industry standards. Any change to the Services that materially alters the scope, timeline, or price must be documented in a written change order signed by both parties.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of Services. All fees are exclusive of applicable taxes unless otherwise stated.

Any undisputed amount not paid within the period set forth above shall accrue interest at the lesser of (i) the rate of or (ii) the maximum rate permitted by applicable law. In addition to interest, Client shall be responsible for reasonable collection costs, including attorneys' fees.

3. Term and Termination

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for the material breach of the other party that remains uncured for the notice period set forth above. Termination for convenience may be exercised by either party upon providing the notice required above; Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

4. Confidentiality

Each party acknowledges that it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall remain the exclusive property of the disclosing party. Receiving party shall (a) hold Confidential Information in strict confidence; (b) not use Confidential Information for any purpose other than performance of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly known through no wrongful act of the receiving party or is lawfully obtained from a third party without breach of an obligation of confidentiality.

Upon termination or expiration of this Agreement, receiving party shall promptly return or destroy all Confidential Information of disclosing party and certify such return or destruction in writing upon request.

5. Intellectual Property

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in any pre-existing materials, methodologies, tools, templates, know-how and intellectual property used in connection with providing the Services. Client shall receive a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes, subject to full payment of amounts due hereunder.

6. Representations; Indemnification; Insurance

Each party represents that it has the authority to enter into this Agreement. Service Provider agrees to perform Services in a professional manner and shall indemnify and hold harmless Client from claims arising out of Service Provider's gross negligence or willful misconduct. Client shall indemnify Service Provider for claims arising from Client-provided materials or instructions that infringe third-party rights.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that state for any action arising from this Agreement.

8. Entire Agreement; Amendments

This Agreement, including all exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings, negotiations and agreements, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to an acquirer of substantially all of its assets or stock. The parties are independent contractors; nothing in this Agreement creates an employment, partnership or agency relationship between the parties. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

Contact and Billing Information

Sign Now