Business Services CLASSIC Agreement

Business Services CLASSIC Agreement

This Business Services CLASSIC Agreement (the Agreement) is entered into 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 possesses the experience and personnel necessary to perform the services described below; and

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

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

Scope of Work

Service Provider shall provide the services described in the Description of Services in a timely, professional and workmanlike manner consistent with industry standards. Any material change to the scope must be set forth in a written amendment signed by both parties. Service Provider shall retain the right to engage subcontractors, provided Service Provider remains responsible for performance.

Payment Terms

Client shall pay Service Provider invoices within days of receipt. All fees are exclusive of taxes and out-of-pocket expenses unless otherwise stated; Client shall reimburse reasonable preapproved expenses. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days following written notice. On termination, Client shall pay Service Provider for all services performed and preapproved non‑cancellable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. Confidentiality obligations do not apply to information that is (i) publicly known through no breach by the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the disclosing party's Confidential Information, or (iv) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek protective measures.

Notices

Notices shall be in writing and delivered to the addresses above by hand, courier, or certified mail and shall be effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising under this Agreement.

Representations; Independent Contractor

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider is an independent contractor and nothing in this Agreement shall create an employment, joint venture, partnership, or agency relationship between the parties.

Limitation of Liability

Except for breaches of confidentiality or willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages. Each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment, modification or waiver shall be effective unless in a writing signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

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