Business Services COSA

BUSINESS SERVICES COSA

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

Client Name:     Service Provider Name:

RECITALS

WHEREAS: The Service Provider possesses expertise, personnel and resources for the provision of the services described in this Agreement and is willing to provide such services to the Client on the terms set forth herein.

WHEREAS: The Client desires to engage the Service Provider to perform the services set forth in the Scope of Work and the Service Provider agrees to perform such services under the terms and conditions of this Agreement.

WHEREAS: The parties intend that this Agreement memorialize their respective rights, duties and obligations with respect to the provision and payment of such services.

SCOPE OF WORK

The Service Provider shall perform the services described below and in any attachments, work orders or statements of work executed by the parties pursuant to this Agreement.

PAYMENT TERMS

In consideration for the performance of the services, the Client will pay the Service Provider in accordance with the following terms:

Standard payment is due within days of receipt of a proper invoice. Acceptable payment methods:

Late payments shall accrue interest at a rate of per month, or the maximum rate permitted by law, whichever is lower. The Client shall also reimburse reasonable collection costs, including attorneys' fees, incurred by the Service Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date below and, unless earlier terminated as provided herein, expires on the End Date below.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party (Recipient) agrees to hold in confidence all non-public information disclosed by the other party (Discloser) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information shall not include information that:

1. is or becomes generally available to the public through no act or omission of the Recipient;
2. was in the Recipient's lawful possession prior to the disclosure and had not been obtained by the Recipient either directly or indirectly from the Discloser; or
3. is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

The Recipient will not disclose Confidential Information to any third party, other than employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality under this Agreement shall survive termination for a period of years, except with respect to trade secrets where the obligation will continue for so long as the information remains a trade secret under applicable law.

INSURANCE AND INDEMNITY

The Service Provider shall maintain insurance coverage appropriate to the services provided and shall indemnify, defend and hold the Client harmless from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Service Provider's negligent acts or willful misconduct in the performance of services under this Agreement, except to the extent caused by the Client's negligence or willful misconduct.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice to the other).

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict-of-law provisions. The parties agree that any action to enforce or interpret this Agreement shall be brought exclusively in the courts located in that state, unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments, statements of work and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions between the parties, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

The parties represent and warrant that they have the authority to enter into this Agreement and that execution by their authorized representatives will bind the respective party hereto.

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