Business Services CMDR Template

Business Services CMDR Template

This Business Services CMDR Template (the "Agreement") is made and entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to obtain certain business services described in this Agreement and Provider represents that it has the experience, personnel, and resources necessary to provide such services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend to establish the scope, deliverables, fees, and reporting obligations relating to the services to be performed by Provider under this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to confidentiality, delivery schedules, payment, termination, and governing law.

1. SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below in accordance with the schedule and acceptance criteria established by the parties. Provider shall perform such services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

In consideration of Provider's performance of the services, Client shall pay Provider the fees set forth below in accordance with the invoicing and payment schedule. All amounts are stated in U.S. dollars unless otherwise indicated.

Provider shall submit invoices in accordance with the payment schedule. Unless otherwise disputed in good faith within ten (10) days of receipt, Client shall pay undisputed invoices within days of invoice receipt. Payments overdue beyond the stated term shall accrue late fees as specified above and Provider may suspend performance following written notice if amounts remain unpaid for more than days after notice.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligation to pay for services performed and expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other 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. Each party shall (i) hold the other party's Confidential Information in strict confidence, (ii) use the Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose such Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) was in the receiving party's lawful possession prior to the disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of or reference to the disclosing party's Confidential Information. If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate, at the disclosing party's expense, in seeking a protective order or other appropriate remedy.

By checking the box below, the party acknowledges and agrees to comply with the confidentiality obligations set forth in this Agreement.

5. INSURANCE AND COMPLIANCE

Provider shall maintain, at its expense, insurance coverage appropriate to the services, including commercial general liability and professional liability coverage, and shall comply with all applicable laws, rules, and regulations in performing the services. Upon request, Provider shall furnish certificates evidencing such insurance to Client.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special, or punitive damages, or for lost profits, even if advised of the possibility of such damages. The aggregate liability of each party for any claim arising under this Agreement shall not exceed the total amount actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

7. 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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of this Agreement.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by an authorized representative of each party.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

10. MISCELLANEOUS

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

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties.

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