Business Services Comp

Business Services Comp

This Business Services Compensation Agreement ("Agreement") is entered into as of between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client engages Provider to perform certain business services described herein, and Provider has the qualifications, experience and ability to perform such services for compensation; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Scope of Work

Payment Terms

Compensation: Client shall pay Provider a total compensation of for the services described in this Agreement, subject to the payment schedule below.

Invoicing: Provider shall submit invoices to Client on a(n) basis. Payments are due within days of Client's receipt of a properly submitted invoice.

Late Payment: Any unpaid amount shall accrue interest at a rate of % per month (or the maximum permitted by law), beginning the day after payment is due. Client agrees to pay reasonable collection costs and attorney fees incurred to collect overdue amounts.

Taxes: Unless otherwise agreed in writing, compensation does not include taxes assessed on Provider's services; Provider is responsible for all federal, state and local taxes, assessments and withholdings arising from payment of compensation.

Term and Termination

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon giving written notice to the other party at least days prior to the effective date of termination. Termination shall not relieve Client's obligation to pay for services performed and expenses incurred through the effective date of termination.

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 thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any form that is designated as confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public without breach of this Agreement; (ii) was rightfully known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without reference to Disclosing Party's Confidential Information.

Compelled Disclosure: If Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to Disclosing Party (unless prohibited) and cooperate in any efforts to obtain protective measures.

Intellectual Property and Work Product

Ownership: Subject to Client's payment obligations, Provider grants to Client a nonexclusive, transferable right to use deliverables described in Scope of Work for Client's business purposes. Unless expressly agreed otherwise in writing, Provider retains ownership of Provider's preexisting intellectual property and methodologies. Any custom work product created specifically for Client as a deliverable under this Agreement shall be owned by Client upon full payment, except that Provider may retain copies for archival and quality assurance purposes.

Representations; Independent Contractor

Provider represents and warrants that Provider has the full right and authority to enter into this Agreement and perform the services. Provider is an independent contractor; nothing in this Agreement creates an employment, partnership or joint venture relationship.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorney fees) arising out of a breach of this Agreement or the negligent or willful acts or omissions of the indemnifying party.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

General Provisions

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any other breach. Assignment: Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

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