Business Services iweb Template

BUSINESS SERVICES IWEB TEMPLATE

Parties

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

Recitals

WHEREAS, Client desires to obtain certain business, web and digital services, including but not limited to website design, development, hosting coordination and maintenance, as more particularly described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, expertise and resources necessary to perform the services described herein and is willing to perform such services for Client under the terms and conditions set forth in this Agreement; and

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

Scope of Work

Service Provider will provide the services and deliverables described below. The parties acknowledge that specific deliverables, milestones and acceptance criteria are material to this Agreement.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services performed under this Agreement.

Late payments shall accrue interest at the lesser of (a) the maximum rate permitted by law, or (b) on the overdue balance, computed monthly. Client remains responsible for collection costs, including reasonable attorneys' fees, for unpaid amounts.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate for material breach that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of obligations to pay for services rendered and expenses incurred prior to termination.

Confidentiality

For purposes of this Agreement, Confidential Information means nonpublic 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.

Each recipient shall: (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) restrict disclosure to its employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the recipient; (ii) was rightfully in recipient's possession without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

The obligations of confidentiality shall continue for a period of after termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for as long as permitted by law.

Intellectual Property & Deliverables

Except as otherwise agreed in writing, Service Provider grants to Client a nonexclusive, perpetual, worldwide license to use the final deliverables upon full payment of amounts due. Service Provider retains ownership of its pre-existing tools, libraries, know-how, methodologies, and other intellectual property. Client shall not remove or alter any attribution or proprietary notices embedded in deliverables.

Warranties; Indemnity; Limitation of Liability

Service Provider warrants that services will be performed in a professional 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. Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its breach of this Agreement or willful misconduct. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If negotiation fails, the parties may pursue any remedy available at law or in equity.

Miscellaneous

Relationship of Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or joint venture relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or business without consent. Notices: Notices shall be in writing and delivered to the addresses set forth above. Severability: If any provision is invalid, the remainder shall continue in effect. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings and agreements, whether written or oral, regarding its subject matter.

Signatures

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