Business Services DKTRNE Template

BUSINESS SERVICES DKTRNE TEMPLATE

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: (hereinafter "Provider") and Client Name: (hereinafter "Client"). Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider is in the business of providing the professional services, expertise, and personnel described in this Agreement and has represented that it possesses the necessary skill, experience and resources to perform such services; and

WHEREAS, Client desires to engage Provider to perform the services under the terms and conditions set forth herein, and Provider is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth their entire understanding with respect to the subject matter hereof.

SCOPE OF WORK

Provider shall perform the services and deliverables described below and in any attached exhibits. Provider shall perform services in a professional and workmanlike manner consistent with industry standards. The Parties agree that changes to the scope of work shall be made only by written change order executed by authorized representatives of both Parties.

PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Provider the fees and expenses set forth below. Provider will invoice Client in accordance with the schedule below. All amounts are payable in lawful U.S. currency unless otherwise agreed in writing.

Unless otherwise stated, invoices are due Net days from invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for reasonable collection costs.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon giving written notice to the other Party not less than Notice Period (days): days. Either Party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach. Termination shall not relieve Client of the obligation to pay for Services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party), whether oral, written or electronic, 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 includes, without limitation, business plans, technical data, client lists, pricing, and trade secrets.

The Receiving Party shall: (a) hold the Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations of confidentiality shall not apply to information that: (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy, at the Disclosing Party's option, all Confidential Information and certify in writing the disposition of such materials, except that Receiving Party may retain one archival copy solely for compliance and record-keeping purposes subject to the confidentiality obligations herein.

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 principles. The Parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or to such other address as a Party may designate by written notice.

MISCELLANEOUS

Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the Parties. Each Party shall be responsible for its own taxes and withholdings.

Survival: Provisions that by their nature should survive termination or expiration of this Agreement (including confidentiality, payment, indemnification and governing law) shall survive.

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