Business Services CR2

BUSINESS SERVICES CR2

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

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services and deliverables as described herein, and Service Provider represents that it has the experience, capability and personnel to perform such services in a professional manner.

WHEREAS, the parties intend that the services be performed on the terms and conditions set forth in this Agreement and that compensation be paid to Service Provider pursuant to the Payment Terms below.

WHEREAS, the parties desire to set forth their entire agreement regarding the services, confidentiality, intellectual property rights and other matters in writing.

1. Scope of Work

Service Provider shall perform the services and deliver the work product as described below. Services shall include professional labor, supervision, reporting, and any other tasks reasonably necessary to achieve the objectives set forth by Client.

2. Deliverables and Acceptance

Deliverables shall be prepared and provided in accordance with the schedule set forth in the Scope of Work. Client shall have a reasonable review and acceptance period of days following delivery to inspect and notify Service Provider of any deficiencies. If Client does not provide written notice of rejection within such period, the deliverable shall be deemed accepted.

3. Payment Terms

In consideration for the services, Client shall pay Service Provider the amounts specified below pursuant to the schedule and conditions set forth in this Section.

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule and are due within days of Client's receipt. All amounts are exclusive of applicable taxes, which shall be the responsibility of .

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of or % per month (choose applicable). Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Bank transfer    Check    Credit card    Other:

4. Term and Termination

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

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice of the breach. Termination shall not relieve Client of the obligation to pay for services performed and accepted prior to termination.

5. Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed 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.

Each recipient shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information for any purpose other than the performance of this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations shall not apply to information that is or becomes publicly available through no fault of the recipient, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

6. Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to any deliverables and work product specifically prepared for Client under this Agreement, subject to payment in full. Service Provider retains ownership of its pre-existing tools, templates and methodologies, and grants Client a perpetual, non-exclusive license to any such pre-existing materials embedded in the deliverables solely to the extent necessary to use the deliverables for their intended business purpose.

7. Representations, Warranties and Indemnification

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider's sole obligation for breach of warranty shall be re-performance of the nonconforming services or, if re-performance is not commercially practicable, refund of the fees paid for the nonconforming services.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performance of its obligations under this Agreement, subject to the indemnified party's cooperation and mitigation obligations.

8. Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, indemnification obligations, or a breach of confidentiality, neither party shall be liable for indirect, consequential, special or punitive damages. The aggregate liability of either party for any claim under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

9. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in the chosen state for any action arising out of or relating to this Agreement.

10. Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be made in writing and signed by duly authorized representatives of both parties.

11. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of all or substantially all of its assets. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or employment relationship.

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