Business Services DXL

Business Services DXL

This Business Services Agreement ("Agreement") is entered into on Effective Date: by and between Client Name: with Client Address:

and Service Provider Name: with Service Provider Address:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein and Service Provider has the capacity, expertise, and personnel to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the services and Client will compensate Service Provider for such services; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be documented in a written change order signed by both parties, specifying additional fees and schedule adjustments.

Payment Terms

Invoices are payable within days of invoice receipt. Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by law), calculated monthly on the outstanding balance. Client is responsible for all reasonable collection costs, including attorney fees, incurred by Service Provider in recovering past-due amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least the number of days set forth above. Termination for cause may be effected immediately by either party where the other party has materially breached this Agreement and has failed to cure such breach within 15 days after receipt of written notice specifying the breach.

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. Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as expressly permitted by this Agreement, and (iii) use Confidential Information solely for performance under this Agreement.

The obligations in this section do not apply to information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to the receiving party prior to disclosure by the disclosing party; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, each party shall return or destroy the other party's Confidential Information in its possession.

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 hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Representations, Warranties and Liability

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, AND THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between the parties. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

Sign Now