Business Services Chutter Template

Business Services Chutter Template

Parties

Service Provider:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and related support, and has the experience and capability to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties agree that the scope, schedule, compensation, and other material terms are set forth below and will govern their relationship.

Scope of Work

Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and in accordance with any schedule agreed in writing by the parties.

Payment Terms

Compensation: Client shall pay Service Provider a total fee of $ (the "Fee") for the Services described above.

Deposit: An initial deposit of $ is due upon execution of this Agreement.

Invoicing and Payment Terms: Service Provider shall submit invoices to Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in the enforcement of payment.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive, including confidentiality, indemnification, payment, and governing law.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, 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.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by receiving party without reference to Confidential Information; or (iv) is required to be disclosed by law, provided that receiving party gives prompt written notice and cooperates with disclosing party to seek a protective order or confidential treatment.

Representations; Indemnification; Limitation of Liability

Each party represents that it has full authority to enter into this Agreement. Service Provider represents that the Services will be performed in a professional manner. Client shall indemnify and hold Service Provider harmless from any claims arising from Client's misuse of deliverables, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Limitation of Liability: EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, two business days after deposit with a nationally recognized courier, or three business days after mailing by certified mail.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation prior to initiating litigation.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments 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 and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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