Business Services Corp Template

BUSINESS SERVICES CORP TEMPLATE

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider possesses expertise and experience in providing business services, consulting, and related deliverables as further described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement, and Service Provider is willing to perform those services for Client;

WHEREAS, the parties intend that the engagement described herein be governed by the terms of this Agreement and any statement of work incorporated by reference.

PARTY CONTACTS AND NOTICES

SCOPE OF WORK

Service Provider shall perform the professional services described below and any related tasks reasonably necessary to accomplish those services. The parties may attach or incorporate one or more Statements of Work that further describe deliverables, milestones and acceptance criteria.

PAYMENT TERMS

In consideration for the services rendered by Service Provider, Client shall pay Service Provider the compensation set forth below in accordance with the schedule and requirements contained in this section.

All payments are due in United States dollars unless otherwise agreed in writing. Client shall be responsible for any reasonable costs of collection, including attorney fees, for overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that is uncured for a period of 30 days following written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in tangible or intangible form that a reasonable person would understand to be confidential. Confidential Information does not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for performance under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees or subcontractors with a need to know who are bound by confidentiality obligations no less restrictive than those herein. Upon termination or written request, Confidential Information and all copies shall be returned or destroyed, except to the extent retention is required by law.

Mutual confidentiality required

INTELLECTUAL PROPERTY

Unless otherwise agreed in a written Statement of Work, Service Provider retains ownership of pre-existing tools, methodologies, templates and materials used to perform the services. To the extent Service Provider creates deliverables specifically for Client and transfers ownership, such ownership transfer shall be effective upon full payment of all fees due with regard to those deliverables. Service Provider may retain a non-exclusive, royalty-free license to use general knowledge, skills and experience developed while performing the services.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for employment taxes, benefits and insurance for its personnel. Service Provider shall maintain insurance appropriate to the services provided and, upon request, provide evidence of such insurance.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of Confidentiality, or liability for personal injury, each party's aggregate liability under this Agreement shall not exceed the total amount of fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

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 consent to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attached Statements of Work or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, representations and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an acquirer of substantially all of its business or assets. Headings are for convenience only and do not affect interpretation.

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