Business Services JET Template

BUSINESS SERVICES JET TEMPLATE

Agreement Date:

Parties

Client Name:    Client Primary Contact:

Service Provider Name:    Provider Primary Contact:

Recitals

WHEREAS, Client desires to engage Service Provider to perform business services as described herein and Service Provider represents that it has the requisite expertise, personnel and resources to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services, including scope, compensation, confidentiality and termination provisions set forth below.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties may amend the scope only by a written change order signed by both parties.

Payment Terms

Compensation: Client shall pay Service Provider the amounts set forth below in consideration for the services rendered under this Agreement.

Invoices shall be submitted by Service Provider to Client in accordance with the payment schedule. Unless otherwise agreed in writing, payments are due within days of receipt of a properly submitted invoice.

Late Payment: Overdue amounts shall accrue interest at the lesser of (a) per month (18% per annum) or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party given at least days prior to the effective date of termination. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

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

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, 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.

Obligation: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) use the Confidential Information solely to perform its obligations under this Agreement.

Exceptions and Duration: Confidential Information does not include information that is publicly known, lawfully received from a third party without restriction, or independently developed without use of the disclosing party's Confidential Information. The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, or for such longer period as required by applicable law.

Representations; Independent Contractor

Each party represents that it has full power and authority to enter into and perform this Agreement. Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Service Provider shall be solely responsible for payment of all wages, taxes, benefits and insurance for its employees and contractors.

Liability and Indemnification

Each party shall indemnify and hold the other harmless from and against any third-party claims resulting from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Except for a party's indemnification obligations or breach of confidentiality, neither party's liability for any claim arising out of or related to this Agreement shall exceed the total compensation paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

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 submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, together with any written appendices and change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or waiver of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

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