Business Services Cobblestone Template

Business Services Cobblestone Template

This Business Services Agreement (the Agreement) is entered into as of by and between:

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, implementation, and project management services, and possesses the necessary skills, personnel and experience to perform such services on the terms set forth herein;

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

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other terms governing their relationship.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties acknowledge that the scope may be modified only by a written change order signed by both parties.

PAYMENT TERMS

Compensation: Client shall pay Service Provider the amounts set forth below in consideration of the services performed. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoicing: Service Provider will submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt.

Late Payment: Any amounts not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus a one-time administrative late fee of and a late payment grace period of days.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Termination Without Cause: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Upon termination, Client will pay Service Provider for all work performed through the effective date of termination and for any non-cancellable commitments reasonably incurred.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether disclosed orally, visually, or in writing, 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 (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform or receive services under this Agreement, and (iii) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound to maintain confidentiality no less restrictive than this Agreement. Receiving party shall take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, was rightfully known by the receiving party prior to disclosure, or is independently developed without the use of the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of any disputes arising under this Agreement.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNIFICATION

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership or agency relationship.

Insurance: Service Provider shall maintain at its expense insurance coverage appropriate to the services performed, including commercial general liability and professional liability as applicable, and upon request shall provide certificates evidencing such coverage.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

ENTIRE AGREEMENT

This Agreement, together with any attachments or executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by written notice. Notice is effective upon receipt.

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