Business Services Connecteam Template

Business Services Agreement (Connecteam Template)

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

WHEREAS

WHEREAS, Client requires certain business operations, scheduling, and workforce coordination services to be performed and managed in connection with Client's operations; and

WHEREAS, Service Provider has expertise in providing workforce management services, process configuration, and administrative support (collectively, the Services) and will utilize Provider resources, tools, and personnel to deliver such Services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the Services to Client.

Scope of Work

Service Provider shall perform the Services described below. Services shall include configuration, training, scheduling, timekeeping oversight, administrative support, regular reporting, and any agreed deliverables set forth in writing. Specific deliverables, milestones, and acceptance criteria shall be as described in the Scope of Work field below.

Payment Terms

Client shall pay Service Provider for Services in accordance with the fee schedule set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall incur a late fee as set forth below. Client shall also be responsible for any collection costs, including reasonable attorneys' fees, for delinquent amounts.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver any completed deliverables and Client shall pay for Services performed through the effective date of termination and any non-cancellable obligations.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, in writing, or by inspection, including business processes, personnel information, pricing, technology, product roadmaps, and customer data. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to those employees, contractors, and agents who need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (iii) protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or written request, Receiving Party shall return or destroy Confidential Information and certify such destruction if requested.

Notwithstanding the foregoing, trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages may be an inadequate remedy and, accordingly, the Disclosing Party may seek injunctive relief.

Independent Contractor; Insurance

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be responsible for all taxes and other obligations arising from payments made under this Agreement. Service Provider shall maintain commercial general liability and professional liability insurance as reasonably necessary for the Services.

Limitation of Liability and Indemnification

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or infringement of third-party intellectual property rights, neither party shall be liable for consequential, incidental, special, exemplary, or punitive damages. The aggregate liability of each party for direct damages under this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

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. Venue for any dispute shall be in the state or federal courts located within the jurisdiction specified by that State.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Notices

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

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