Business Services FBC Contract

Business Services FBC Contract

Agreement Date:   Contract No.:

RECITALS

WHEREAS, Service Provider: (the "Provider") is engaged in the business of providing the services described in this Contract; and

WHEREAS, Client Name: (the "Client") desires to retain Provider to perform certain business services under the terms set forth herein; and

WHEREAS, the parties therefore desire to set forth the terms and conditions under which Provider will perform services for Client.

PARTY DETAILS

SCOPE OF WORK

Provider shall perform the professional services described below (the "Services") in a timely, professional manner and in accordance with industry standards. Provider shall furnish all labor, materials, equipment and supervision necessary to perform the Services except as otherwise stated.

PAYMENT TERMS

Compensation: Client shall pay Provider a fee of $ for the Services, unless otherwise agreed in writing.

Payment Schedule: Example entries: deposit, milestone payments, final payment upon completion. All invoices submitted by Provider are due within days of Client's receipt unless otherwise stated.

Late Payment: Unpaid amounts shall accrue interest at the rate of % per month (or the maximum lawful rate if less). Client is liable for reasonable collection costs, including attorneys' fees.

Taxes and Withholding: Client is responsible for any sales, use, value added or similar taxes arising from this Contract but not for Provider's income taxes or employment taxes.

TERM AND TERMINATION

Term: The term of this Contract shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Contract without cause upon written notice to the other party at least days prior to the effective termination date. Upon termination for convenience, Client shall pay Provider for Services performed through the effective date of termination and reimbursable expenses then due.

Termination for Cause: Either party may terminate this Contract for material breach by the other party if the breaching party fails to cure the breach within days following written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Contract, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Contract, (b) restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise reasonable care to protect the disclosing party's Confidential Information.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was lawfully in the receiving party's possession 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 Confidential Information.

Duration: The obligations set forth in this Confidentiality section shall continue for following termination or expiration of this Contract.

INTELLECTUAL PROPERTY

Work Product: Unless otherwise agreed in writing, all work product, deliverables and materials created by Provider specifically for Client under this Contract shall be deemed "Work Product" and ownership of all copyright and other intellectual property rights in such Work Product shall vest in Client upon full payment. Provider retains ownership of its preexisting materials, tools, methodology, software and know-how, provided Provider grants Client a non-exclusive, royalty-free license to use any incorporated preexisting Provider materials to the extent necessary to utilize the Work Product.

INDEPENDENT CONTRACTOR; INSURANCE

Provider is an independent contractor. Neither party shall be deemed an employee, agent or partner of the other. Provider shall maintain insurance appropriate to the Services, and upon request shall provide certificates of insurance reasonably evidencing coverage.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnity: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Contract.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality or intellectual property obligations, neither party shall be liable for any indirect, incidental, special or consequential damages, and each party's aggregate liability for any claim arising under this Contract shall be limited to the amounts paid or payable to Provider under this Contract during the three (3) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Contract shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Dispute Resolution: The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved, either party may pursue remedies in the state or federal courts located in the county of the governing law state, and each party consents to personal jurisdiction and venue therein.

MISCELLANEOUS

Assignment: Neither party may assign this Contract without the prior written consent of the other, except that Client may assign this Contract in connection with a merger or sale of substantially all of its assets.

Notices: Notices required under this Contract shall be sent to the parties at the addresses provided above and shall be effective upon personal delivery, nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, certified or registered, postage prepaid.

ENTIRE AGREEMENT

This Contract, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

SIGNATURES

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