Business Services CLARK

BUSINESS SERVICES CLARK

Parties

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

Recitals

WHEREAS, Client desires to retain Provider to perform business services consistent with the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, skill and personnel necessary to provide the services described herein and is willing to perform such services for compensation in accordance with this Agreement; and

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

Scope of Work

Provider will perform the services and deliverables described below. Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Provider for services as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid within days of its due date shall accrue a late fee of per month or the maximum permitted by law, whichever is less. Client remains liable for all collection costs, including reasonable attorneys' fees.

Term and Termination

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either Party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective date of termination. Notices delivered under this section must be in writing and in accordance with the notice provisions below.

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 15 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Provider shall cease all work and deliver to Client all completed deliverables and work in progress for which Client has paid. Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination, subject to any setoffs expressly permitted by this Agreement.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") 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, including trade secrets, business plans, client lists, pricing, financial information and technical data.

Obligations: Receiving Party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) 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.

Exclusions and Required Disclosures: Confidential Information does not include information that is or becomes publicly known through no breach by Receiving Party, was already known to Receiving Party without restriction, is rightfully received from a third party without breach, or is independently developed. Receiving Party may disclose Confidential Information as required by law, provided Receiving Party gives prompt notice and cooperates with Disclosing Party's lawful efforts to limit disclosure.

Duration: The confidentiality obligations in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets for which Receiving Party's obligations shall survive for as long as such information qualifies as a trade secret under applicable law.

Representations; Independent Contractor; Indemnity

Provider represents that it has the full right and authority to enter into this Agreement and to perform the services described herein. Provider is an independent contractor and nothing in this Agreement shall create an employment, joint venture, partnership or agency relationship. Each Party shall indemnify and hold harmless the other Party from and against any third-party claims resulting from its breach of this Agreement, negligence or willful misconduct.

Governing Law; Dispute Resolution

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.

Disputes: The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the Parties may pursue any available legal or equitable remedies in the courts of the state referenced above.

Entire Agreement; Amendment

Entire Agreement: This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral.

Amendment: Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both Parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth above or to such other address as either Party may designate by notice to the other.

Sign Now