Business Services FNF Template

BUSINESS SERVICES FNF TEMPLATE

Service Provider:    Address:

Client Name:    Address:

RECITALS (WHEREAS)

WHEREAS, Service Provider and Client entered into a Services Agreement dated (the "Agreement") pursuant to which Service Provider provided certain business services described therein;

WHEREAS, disputes and outstanding obligations related to the Agreement have arisen concerning fees, deliverables, and final reconciliation of accounts identified by Contract ID ; and

WHEREAS, the parties now desire to effect a full and final settlement of all claims, fees, and obligations between them in accordance with the terms set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Agreed Final Settlement Amount: $

Final Payment Amount to be paid by Client to Service Provider: $ . Payment Due Date: .

Late Fee: If payment is not received by the Payment Due Date, Client shall pay a late fee equal to % per month of the overdue balance, compounded monthly, or a flat fee of $ , whichever yields the greater amount.

Method of Payment:

TERM AND TERMINATION

Agreement Effective Date: . Agreement End Date (if any): .

Termination Notice Period (days): .

CONFIDENTIALITY

The parties acknowledge that, in performing obligations and settling accounts under this Agreement, each party may disclose Confidential Information. "Confidential Information" means non-public business, financial, technical, or other information 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: (a) hold the other party's Confidential Information in strict confidence; (b) not use Confidential Information except to perform 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 herein. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was already lawfully in the receiving party's possession prior to disclosure; (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 or by a valid order of a court or governmental authority, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

RELEASE AND FINAL SETTLEMENT

Upon receipt by Service Provider of the Final Payment Amount in cleared funds and any other specified conditions herein, Client hereby releases, remises, and forever discharges Service Provider and its affiliates, officers, directors, employees, agents and assigns from all claims, demands, actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, losses, costs, expenses and liabilities of any nature whatsoever, whether known or unknown, suspected or unsuspected, which Client has or may have had arising out of or in connection with the Agreement or the Services provided thereunder through the date of this Agreement.

REPRESENTATIONS; INDEMNIFICATION

Each party represents and warrants that it has full authority to enter into this Agreement and that the execution and performance hereof will not violate any agreement to which it is a party. Service Provider represents that, to the best of its knowledge, services rendered were performed in a professional manner consistent with industry standards.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of its representations and warranties in 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral, relating to such subject matter. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach shall be deemed a waiver of any other or subsequent breach.

Sign Now