Business Services Clearline

BUSINESS SERVICES CLEARLINE

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client requires certain business services described in this Agreement and desires to engage Service Provider to perform such services on the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the requisite experience, personnel, and resources to perform the services and will perform them in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision of those services.

Scope of Work

Service Provider shall perform the services set forth in the Description of Services above and any mutually agreed written statements of work. Services shall include reasonable project management, deliverable production, revisions as required to meet deliverable specifications, and periodic status reporting as requested by Client.

Payment Terms

Deposit: Client shall pay a non-refundable deposit of upon execution to secure scheduling and commencement of work.

Payment Terms: Invoices are due within days of invoice unless otherwise specified in a written statement of work. All payments shall be made in United States dollars.

Late Fee: Unpaid amounts shall incur a late fee of percent per month, subject to a minimum late charge of . Client shall also reimburse Service Provider for any collection costs and reasonable attorneys' fees incurred in the collection of delinquent sums.

Term and Termination

Term Commencement Date:

Term Expiration Date (if any): . Absent an expiration date, this Agreement continues until terminated in accordance with this Section.

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 immediately terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and costs incurred through the date of termination.

Confidentiality

Definition: "Confidential Information" means 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.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public through no act of the Receiving Party, (ii) was in Receiving Party's lawful possession prior to receipt from Disclosing Party, (iii) is lawfully received by Receiving Party from a third party without restriction, or (iv) is independently developed by Receiving Party without use of Confidential Information. Receiving Party may disclose Confidential Information as required by law or court order provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in any lawful effort to limit the disclosure.

Remedies: Because monetary damages may be an inadequate remedy for breach of confidentiality, Disclosing Party shall be entitled to seek injunctive relief and specific performance in addition to any other remedies available at law or in equity.

Additional Provisions

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be responsible for all taxes, insurance, and benefits for its personnel.

Intellectual Property: Unless otherwise agreed in a written statement of work, Service Provider retains ownership of pre-existing materials and tools used to perform the services. Upon full payment of amounts due, Service Provider assigns to Client all right, title, and interest in deliverables specifically produced for Client under this Agreement, subject to Service Provider's retained rights in its pre-existing materials and general know-how.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Dispute Resolution: The parties shall first attempt to resolve disputes through good faith negotiations. If negotiations do not resolve the dispute within thirty (30) days, the parties agree to submit the dispute to mediation before pursuing arbitration or litigation. Nothing in this Section shall prevent either party from seeking injunctive relief.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, together with any executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by both parties.

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

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, three (3) days after deposit in certified mail, or one (1) business day after delivery to a nationally recognized overnight carrier.

Sign Now