Business Services HP0011

Business Services HP0011

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client"), and Service Provider Name: ("Provider"). The Client and Provider are individually a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, the Client desires to retain the Provider to perform business services described herein and the Provider represents that it has the requisite experience, personnel and resources to perform such services in a professional manner;

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the services to be provided under this Agreement; and

WHEREAS, the Parties intend that this Agreement govern all matters relating to the engagement between them and supersede all prior negotiations and understandings.

SCOPE OF WORK

PAYMENT TERMS

Fees: The Client shall pay the Provider a Service Fee in the amount of for the services described in the Scope of Work, subject to the schedule below.

Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law. In addition to interest, the Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated as provided below.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing the other Party with written notice at least days prior to the effective date of termination.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach.

Effect of Termination: Upon termination, the Client shall pay the Provider for all services performed and expenses incurred through the effective date of termination. Sections relating to Payment, Confidentiality, Governing Law, and Entire Agreement shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party) 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.

Obligations: The Receiving Party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) 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 in this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without reference to the Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any lawful efforts to limit such disclosure.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, 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. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, overnight courier, or other method providing proof of delivery. Notices shall be effective upon receipt.

MISCELLANEOUS

Independent Contractor: The Provider is an independent contractor and shall be solely responsible for all federal, state, and local taxes, withholdings and other statutory obligations. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture or agency between the Parties.

Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization provided the assignee assumes all obligations hereunder.

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