Business Services CP1

BUSINESS SERVICES CP1

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

WHEREAS

WHEREAS, Client requires certain business services and consulting support related to Client's operations, and Provider possesses the necessary expertise, personnel, and resources to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services described in this Agreement.

1. SCOPE OF WORK

Provider shall perform the services as set forth below (the "Services"). Provider agrees to furnish all labor, materials, equipment, and supervision necessary to perform the Services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Compensation for the Services shall be as follows. Fees are exclusive of applicable taxes unless otherwise stated. Provider shall invoice Client in accordance with the schedule below and Client shall pay all undisputed amounts in U.S. Dollars.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for any reason upon providing written notice to the other party not less than days prior to the effective termination date.

Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Recipient shall: (a) hold Confidential Information in strict confidence; (b) restrict disclosure to its employees, contractors, and agents on a need-to-know basis; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of Recipient; (ii) is rightfully received from a third party without restriction; (iii) was known to Recipient prior to disclosure; or (iv) is independently developed by Recipient without use of Confidential Information.

5. INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider retains all ownership rights in preexisting materials, tools, methodologies, and know-how. Subject to full payment of all fees due hereunder, Provider grants Client a non-exclusive, non-transferable license to use the deliverables provided under this Agreement for Client's internal business purposes.

6. REPRESENTATIONS; INDEMNITY; LIMITATION OF LIABILITY

Each party represents that it has authority to enter into this Agreement. Provider represents that Services will be performed in a competent and professional manner. Provider will indemnify and hold harmless Client from claims arising out of Provider's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. INSURANCE

Provider shall maintain at its expense commercial general liability and professional liability insurance coverage sufficient to support its obligations hereunder. Upon reasonable request, Provider shall furnish certificates of insurance evidencing such coverage.

8. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be resolved by binding arbitration conducted in the county where Client's principal place of business is located, unless the parties mutually agree otherwise.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

10. NOTICES

11. MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a merger or sale.

Sign Now