Business Services FS Template

BUSINESS SERVICES FS TEMPLATE

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Client requires certain professional services in the field specified in the Scope of Work below; and

WHEREAS, Service Provider has represented that it possesses the necessary expertise, personnel and resources to provide such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services and deliverables described below. Service Provider shall exercise the standard of care, skill and diligence customarily exercised by competent professionals performing services of a similar nature.

Payment Terms

In consideration for the performance of the services and delivery of the deliverables, Client shall pay Service Provider pursuant to the terms below.

Invoices shall be submitted in accordance with the payment schedule. Unless otherwise agreed in writing, payments are due within days of receipt of invoice.

Late payments shall incur a late fee equal to of the overdue balance per month (or the maximum rate permitted by applicable law, if lower). Client shall also be responsible for all reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within 15 days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, 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, including business plans, technical data, trade secrets, pricing and customer information.

The receiving party shall (a) use Confidential Information only for the purposes of performing under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that the receiving party can demonstrate (i) was known prior to disclosure, (ii) is or becomes publicly known through no breach of this Agreement, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without use of Confidential Information.

The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to deliverables, work product and all associated intellectual property rights created specifically for Client under this Agreement upon full payment of all amounts due. Service Provider retains ownership of its pre-existing materials and generic know-how, provided that Service Provider grants Client a perpetual, non-exclusive, royalty-free license to any pre-existing materials embedded in the deliverables to the extent necessary for Client's use.

Independent Contractor

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, partnership or agency relationship. Service Provider is solely responsible for all taxes, withholdings and other statutory obligations arising from compensation paid under this Agreement.

Corporation    LLC    Partnership    Sole Proprietor

Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of law principles. The parties agree that any dispute arising under this Agreement shall be resolved in the state or federal courts located within that jurisdiction.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of any breach shall not constitute a waiver of any other breach. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or as part of a sale of substantially all assets.

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