Business Services KMG Template

Business Services KMG Template

This Business Services Agreement ("Agreement") is entered into on by and between Service Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

WHEREAS

WHEREAS, Service Provider performs business and professional services including but not limited to consulting, project management, and operational support, and has the expertise and personnel to provide such services under the terms of this Agreement.

WHEREAS, Client desires to engage Service Provider to perform the 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 promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth in the Description of Services above or in written statements of work executed by both parties. Any change to the Scope of Work must be approved in writing by authorized representatives of both parties and may be subject to additional fees.

Payment Terms

Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of receipt. All payments shall be made in lawful currency to the payee specified on the invoice.

If Client fails to pay any undisputed amount when due, Service Provider may suspend performance of services until payment is made in full. Client shall also be responsible for reasonable costs of collection, including attorney fees, if payments are not made when due.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given no fewer than prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive, including but not limited to confidentiality, indemnification, payment obligations, and governing law.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known to the public through no wrongful act of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is disclosed to the receiving party by a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) protect 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 only for the purposes of performing this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those in this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement

This Agreement, including any statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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