Business Services H23001

Business Services H23001

Parties

This Business Services Agreement (the Agreement) is entered into effective as of between Client Name: , and Service Provider Name: .

Recitals

WHEREAS, Client requires business services relating to operations, advisory, and deliverables as described herein; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the services in a professional and timely manner; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below and any ancillary tasks reasonably necessary to achieve the stated deliverables. Deliverables will be provided in accordance with the schedule set forth in the Payment Terms and any Project Addenda executed by the parties.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in US Dollars. Unless otherwise agreed in writing, all fees are exclusive of taxes for which Client is responsible.

Any undisputed amount not paid within days after the due date shall accrue interest at % per month (or the maximum rate permitted by law, if lower). Service Provider may suspend performance for amounts past due after five (5) days' written notice.

Term and Termination

The term of this Agreement shall commence on and shall continue until , 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 by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Termination shall not relieve either party of liability for obligations accrued prior to termination or liability arising from willful misconduct or gross negligence.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether written, oral, electronic or other form, that is designated as confidential or that a reasonably prudent person would understand to be confidential. Each receiving party shall: (a) protect Confidential Information of the disclosing party using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performance of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement by the receiving party; (ii) was lawfully known to the receiving party prior to disclosure by the disclosing party; (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 the disclosing party's Confidential Information. Upon termination or request, the receiving party shall return or destroy all Confidential Information, at disclosing party's election.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other address as a party may designate by notice in accordance with this Section.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement and that its execution and performance will not violate any applicable law or contractual obligation of such party.

Limitation of Liability

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of its confidentiality obligations, in no event shall either party be liable to the other for indirect, incidental, consequential, special, or punitive damages, including loss of profits, arising out of or related to this Agreement. The total aggregate liability of either party for any claim arising from or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) 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 conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for resolution of disputes.

Entire Agreement

This Agreement (including any schedules and written Project Addenda executed by the parties) constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

General Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliated entity or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement shall create an agency, partnership or joint venture.

Sign Now