Business Services Contract & Rider

Business Services Contract & Rider

This Business Services Contract & Rider ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Parties and Contact Information

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services as set forth herein; and

WHEREAS, Service Provider represents that it has the qualifications, personnel, and resources necessary to provide the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided and to include a Rider specifying additional requirements agreed by the parties.

Scope of Work

Service Provider shall perform the services described below. The scope may include, but is not limited to, deliverables, milestones, and performance standards. All work shall conform to customary professional standards and the specifications set forth in this Agreement and the Rider.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in exchange for the performance of the services. All fees are exclusive of applicable taxes unless otherwise stated.

If any undisputed invoice is not paid within days after its due date, interest shall accrue at the lesser of (i) per month or (ii) the maximum rate permitted by law. In addition, Client shall reimburse Service Provider for reasonable collection costs.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach.

Upon termination, Service Provider shall deliver all completed work and invoices for fees and reimbursable expenses incurred through the effective date of termination. Client shall pay undisputed amounts within thirty (30) days.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other relating to business, operations, customers, trade secrets, pricing, software, or proprietary processes. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) keep Confidential Information confidential using at least the same degree of care it uses for its own similar information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is publicly known, rightfully received from a third party without restriction, independently developed without use of Confidential Information, or required to be disclosed by law (provided the disclosing party provides prompt notice when permitted).

Intellectual Property & Work Product

Unless otherwise agreed in writing in the Rider, Service Provider grants Client a nonexclusive, perpetual, worldwide license to use deliverables provided under this Agreement for Client's internal business purposes upon full payment. Service Provider retains ownership of preexisting tools, methodologies, and materials. To the extent any deliverable includes Service Provider's preexisting materials, Service Provider grants Client a royalty-free license to use such materials solely as incorporated in the deliverable.

Indemnification & Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from that party's gross negligence or willful misconduct. Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Rider: Additional Terms

The Rider provisions below are incorporated into and augment the Agreement. In the event of conflict between the Rider and the Agreement, the Rider shall control for the matters expressly addressed in the Rider.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all assets.

Notices: All notices shall be in writing and delivered to the addresses listed above or to any other address designated in writing by a party.

Venue and Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, disputes shall be resolved in the courts located within the jurisdiction specified above, and each party consents to personal jurisdiction and venue therein.

Entire Agreement

This Agreement, including the Rider and any attached exhibits or statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

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