Business Services Complete Agreement

Business Services Complete Agreement

This Business Services Complete Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client seeks to retain Service Provider to perform the services described in this Agreement and Service Provider represents that it has the experience, qualifications, and personnel necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services, including payment terms, performance standards, confidentiality protections, and procedures for termination; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Scope of Work

1.1 Services. Service Provider shall perform the services and deliverables described below in a timely and workmanlike manner consistent with industry standards.

1.2 Changes. Any material change to the Scope of Work shall be made only by written amendment signed by authorized representatives of both parties and shall specify any adjustment to Fees or schedule.

2. Payment Terms

2.1 Fees. Client shall pay Service Provider fees as compensation for the Services in accordance with this Section. The total contract fee for Services shall be:

2.2 Payment Schedule. Service Provider shall submit invoices in accordance with the schedule below. Client shall pay undisputed invoices within the number of days specified after receipt of an invoice.

2.3 Late Payments. Past due amounts shall accrue interest at the rate set forth below until paid in full. Client shall also be responsible for reasonable collection costs and attorneys’ fees incurred by Service Provider to collect past due amounts.

3. Term and Termination

3.1 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.

3.2 Termination for Convenience. Either party may terminate this Agreement without cause by providing prior written notice to the other party at least days prior to the effective date of termination. All unpaid, earned Fees up to the effective date of termination shall be paid within the standard payment period.

3.3 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days of receiving written notice specifying the breach. Termination shall not relieve the breaching party of liability for damages resulting from the breach.

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, including but not limited to business plans, technical data, customer lists, pricing, trade secrets, and proprietary materials.

4.2 Obligations. Receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by receiving party without use of confidential materials; or (d) is required to be disclosed by law, provided receiving party gives prompt notice and cooperates to seek protective measures.

5. 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 within that State for all disputes arising out of or relating to this Agreement.

6. Entire Agreement; Miscellaneous

6.1 Entire Agreement. This Agreement, including all exhibits and written amendments, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

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

6.3 Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

6.4 Notices. All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section.

6.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable.

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