Business Services ESTC

Business Services ESTC

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing specialized business consulting, technical, and operational services as more particularly described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain services in connection with Client's enterprise systems, technology controls and related business processes, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the full understanding between them with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the services described below (collectively, the "Services"). Service Provider shall provide qualified personnel, materials, and equipment as necessary to perform the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Compensation for the Services shall be as follows. Unless otherwise agreed in writing, fees payable to Service Provider are exclusive of applicable taxes, fees and third-party costs.

Service Provider shall submit invoices in accordance with the Payment Schedule. Client agrees to pay undisputed amounts within days of receipt of a proper invoice. Disputed amounts shall be resolved in good faith and any undisputed portion shall be paid when due.

Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting past due amounts.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue 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 days prior to the effective date of termination. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services performed and documented expenses incurred through the effective date of termination. Sections that by their nature survive termination, including Confidentiality, Indemnity and Governing Law, shall survive.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party) whether in written, oral, electronic or other form, 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.

The Receiving Party shall: (a) protect and not disclose Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations in this Confidentiality section shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any reasonable attempt to limit or contest the scope of such required disclosure.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or a party's breach of its confidentiality or indemnity obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and the aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

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 any disputes arising out of this Agreement.

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 oral and written understandings and agreements. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Delivery by electronic mail is permitted provided a confirming copy is sent by certified mail or nationally recognized overnight courier for material notices.

Sign Now