Business Services ECL Template

Business Services ECL Template

Parties and Effective Date

This Agreement is entered into as of (the Effective Date), by and between , a service provider with principal place of business at (Service Provider), and , located at (Client).

Recitals

WHEREAS, Service Provider has the expertise and capacity to provide the business services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the terms of their relationship, including scope, compensation, confidentiality, and termination provisions.

Scope of Work

Service Provider will perform the services described below in a professional and workmanlike manner in accordance with industry standards. Specific deliverables, milestones, and acceptance criteria shall be as set forth and amended in writing by the parties.

Payment Terms

In consideration for the services rendered by Service Provider, Client shall pay Service Provider in accordance with the following terms. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

Any undisputed overdue amount shall accrue interest at a rate of percent per month (or the maximum allowable by law, if less) from the due date until paid. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Client will reimburse pre-approved out-of-pocket expenses incurred by Service Provider. Pre-approval shall be documented in writing prior to incurrence of such expenses.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, in writing, electronically, or by inspection of tangible objects, 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 includes, without limitation, business plans, financial information, trade secrets, customer lists, pricing, and technical data.

The Receiving Party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or by valid order of a court or regulatory body, provided it gives the Disclosing Party prompt written notice and cooperates reasonably in any effort to limit disclosure.

The obligations under this Confidentiality section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which such obligations shall continue for as long as such information qualifies as a trade secret under applicable law.

Representations and Warranties; Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with applicable industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice. Notices shall be deemed given upon personal delivery, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after mailing by certified mail, return receipt requested.

Governing Law and 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 any dispute arising out of or relating to this Agreement promptly through negotiation. If the dispute cannot be resolved through negotiation within sixty (60) days, either party may pursue any available legal or equitable remedies.

Miscellaneous

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

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Entire Agreement

This Agreement, including any exhibits or attachments signed 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, negotiations, representations, and understandings, whether written or oral.

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