Business Services CCA Template

Business Services CCA Template

This Business Services Client Care Agreement ("Agreement") is made on this day of , between: Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider represents that it possesses the experience, skill, and resources necessary to provide the business services described in this Agreement and will perform such services in a professional and workmanlike manner consistent with industry standards.

WHEREAS, Client desires to engage Service Provider to provide the services described below under the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services.

WHEREAS, the parties intend that this Agreement memorialize their understanding of the scope, compensation, confidentiality, and other material terms applicable to the engagement.

SCOPE OF WORK

Deliverables and milestones, unless otherwise agreed in writing, will be as set forth in the Description of Services. Any material change to the Scope of Work that affects cost or schedule shall require a written amendment signed by both parties.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices are due within days of receipt. Overdue amounts shall accrue interest at % per month (or the maximum permitted by law), and Service Provider may suspend performance for invoices unpaid more than days following written notice.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately for material breach that is not cured within 30 days of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other in oral, written, electronic or other tangible form 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. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is received by the receiving party from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Each party shall (i) hold the other party's Confidential Information in strict confidence, (ii) not disclose such Confidential Information to any third party except as expressly permitted herein, and (iii) use such Confidential Information only to perform its obligations under this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors or professional advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth herein. If the receiving party is required by law or valid order of a court or governmental body to disclose Confidential Information, the receiving party will, to the extent legally permissible, provide prompt written notice and cooperate with the disclosing party's efforts to obtain confidential treatment or a protective order.

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 the state and federal courts located within that state for resolution of disputes arising out of this Agreement, subject to any alternative dispute resolution provisions agreed in writing.

MISCELLANEOUS PROVISIONS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Service Provider is solely responsible for withholding and paying taxes, contributions and other obligations arising from its provision of Services.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages.

ENTIRE AGREEMENT

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

NOTICES

Sign Now