Business Services Current Contract

Business Services Current Contract

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

Client Name:    Address:

Service Provider Name:    Address:

Recitals

WHEREAS, the Client desires to engage the Service Provider to perform certain business services described in this Agreement; and

WHEREAS, the Service Provider has represented that it possesses the expertise, personnel, and resources necessary to perform such services; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. Scope of Work

The Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with prevailing industry standards. The services to be performed, deliverables, milestones, and acceptance criteria are as follows:

2. Payment Terms

Compensation for the services rendered under this Agreement shall be as set forth below. The Client shall pay the Service Provider in accordance with the schedule and amounts specified. All fees are exclusive of applicable taxes unless otherwise stated.

Any payment not received within days after the invoice due date shall accrue interest at the lesser of or the maximum rate permitted by law. The Client shall also be responsible for reasonable collection costs, including attorney fees.

3. Term and Termination

This Agreement commences on the Start Date and shall continue in effect until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience 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 specifying the breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Confidential Information does not include information that: (a) becomes publicly known through no breach by the receiving party; (b) is lawfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure scope is limited.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement, shall restrict disclosure to employees and contractors with a need to know, and shall take commercially reasonable measures to protect such information from unauthorized use or disclosure.

5. Independent Contractor; Insurance

The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties. The Service Provider shall maintain commercially reasonable insurance coverage and, upon request, provide evidence of such insurance to the Client.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. Except for claims arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability shall exceed the total amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

7. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth in this Agreement or to such other address as either party may designate by notice. Notices are effective upon receipt.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws 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 or in courts located in the governing jurisdiction, as chosen by the Client and reflected here:

Arbitration    State or federal court in the governing jurisdiction

9. Entire Agreement; Amendment

This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings are for convenience only and shall not affect interpretation.

Execution

The parties have executed this Agreement through their duly authorized representatives as of the date first written above.

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