Business Services FDP Agreement

Business Services FDP Agreement

This Business Services FDP Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and related deliverables as described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform the described services and deliverables for the fees and upon the terms set forth herein; and

WHEREAS, the parties agree that the scope, schedule, compensation, confidentiality obligations and termination rights shall be governed by the terms below.

Scope of Work

Service Provider shall perform the services and deliver the items described in the Scope of Work. Services shall be performed in a professional and workmanlike manner, consistent with industry standards. Acceptance criteria for deliverables shall be as set forth in the Scope of Work or as otherwise agreed in writing.

Payment Terms

In consideration for the performance of the Scope of Work, Client shall pay Service Provider the fees described below. All payments shall be made in United States dollars unless otherwise agreed in writing.

If any undisputed amount is not paid within the period set forth above, such past due amount shall bear interest at the rate of per month, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days before the effective termination date. Either party may terminate immediately for material breach by the other party if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and costs incurred through the effective date of termination and for any non-cancellable obligations incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") without the Disclosing Party's prior written consent. "Confidential Information" means non-public information disclosed in connection with this Agreement, including business plans, technical data, financial information, trade secrets, and customer information, but does not include information that: (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) is rightfully received by the Receiving Party from a third party without restriction on disclosure; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less restrictive than those contained herein. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, or for trade secrets for so long as such information remains a trade secret under applicable law.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement. Service Provider warrants that services will be performed with reasonable skill and care in accordance with generally accepted industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims to the extent arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in the chosen state, and each party consents to the exclusive jurisdiction and venue of such courts.

Entire Agreement; Amendments

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that most nearly reflects the parties' intent.

The parties acknowledge that the person signing below on behalf of each party is authorized to execute this Agreement and bind the respective party to its terms.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above.

Sign Now