Business Services Isomix Template

Business Services Isomix Template

This Business Services Agreement (the Agreement) is made effective as of (Effective Date), by and between:

Parties

Recitals

WHEREAS, Service Provider provides specialized business services relating to production, mixing, formulation, and business process integration for industrial and commercial clients, including services marketed under the name Isomix; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement and Service Provider is willing to perform such services subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and 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 described below (Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards for similar services.

Payment Terms

In consideration of the Services, Client shall pay Service Provider the fees and expenses set forth below in accordance with this Payment Terms section.

Milestone payments tied to deliverables
Monthly installments
Lump sum upon completion

Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law, if less), after a grace period of days following the due date. Client is responsible for all reasonable collection costs, including attorneys' fees, for recovery of overdue amounts.

Term and Termination

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

Start Date:

End Date:

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the nature of the breach.

Confidentiality

"Confidential Information" means all nonpublic information disclosed by either party to the other, whether in written, oral, electronic, or other form, 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. Confidential Information includes pricing, technical data, formulations, processes, trade secrets, client lists, and business plans.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely for the performance of this Agreement. The obligations in this section shall not apply to information that (i) is or becomes generally known through no fault of the receiving party; (ii) is lawfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided that the receiving party gives prompt written notice to the disclosing party to allow it to seek protective measures.

Intellectual Property & Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains ownership of preexisting materials, tools, methodologies, know-how, and intellectual property owned or developed by Service Provider prior to or outside the scope of this Agreement.

Insurance and Indemnity

Each party shall maintain insurance coverage customary for its business operations. Service Provider shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Service Provider's gross negligence or willful misconduct in the performance of Services. Client shall indemnify Service Provider for claims arising from Client-provided materials, instructions, or misuse of deliverables.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS 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 principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

Entire Agreement

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

Miscellaneous

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 to a successor in interest in connection with a merger or sale of substantially all assets.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section, or to such other address as a party may designate by written notice to the other.

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