Business Services CSG

BUSINESS SERVICES CSG

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

WHEREAS

WHEREAS, Client is engaged in business and requires certain professional services, and desires to retain the Service Provider to perform those services under the terms set forth herein.

WHEREAS, Service Provider has the experience, personnel and resources to perform the services described in this Agreement and agrees to provide such services to Client in accordance with the terms and conditions below.

WHEREAS, the parties intend that this Agreement set forth their entire understanding regarding the provision of services commonly referred to as "Business Services CSG."

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. Service Provider shall provide personnel, equipment and supervision necessary to perform the services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client agrees to pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are stated in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider to Client and shall state the services performed and the amount due. Payment is due within days of Client's receipt of a properly documented invoice unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of (a) % per month on the unpaid balance or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue in full force and effect until End Date: unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party no fewer than days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and reasonable costs incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

Definition: "Confidential Information" means all nonpublic information disclosed by one party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: Each party shall (a) maintain the confidentiality of the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use the Confidential Information except to exercise rights or perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement.

Exclusions: Confidential Information shall not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed pursuant to a valid order of a court or governmental body, provided that the receiving party shall give prompt written notice to the disclosing party to allow it to seek protective relief.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for all payroll taxes, insurance and benefits for its personnel.

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

Indemnification: 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 connection with performance under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

NOTICES

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