Business Services Knight Template

Business Services Knight Template

This Business Services Agreement (the "Agreement") is entered into as of by and between Client Name: with Client Address: , and Service Provider Name: with Provider Address: .

Recitals

WHEREAS, Client desires to engage Provider to perform certain business services and Provider represents that it possesses the skill, experience and resources necessary to perform such services in a professional manner;

WHEREAS, Provider will perform the services described in this Agreement in accordance with the terms and conditions set forth herein and any mutually agreed written scope of work; and

WHEREAS, the parties intend that this Agreement establish the exclusive contractual terms governing the relationship between them for the services stated below.

Scope of Work

Payment Terms

Fee: $ payable in accordance with the schedule below. All fees are payable in United States dollars unless otherwise agreed in writing.

If any undisputed invoice is not paid when due, Provider may suspend performance after providing written notice and a reasonable cure period. Client is responsible for all reasonable costs of collection, including attorneys' fees and collection expenses.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure the breach within the Notice Period specified above. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) is or becomes publicly known other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party.

The receiving party shall not use or disclose Confidential Information except as necessary to perform under this Agreement or as required by law, provided that reasonable notice is given to the disclosing party where legally permissible. The obligations of confidentiality shall survive for years following termination or expiration of this Agreement.

Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing materials and general know-how. "Work Product" created specifically for Client under this Agreement will be owned by Client upon full payment, subject to Provider's retained right to use general ideas, concepts, and techniques. Provider grants Client a non-exclusive, worldwide, royalty-free license to Provider's pre-existing materials to the extent incorporated into the Work Product solely for Client's internal use.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising out of that party's willful misconduct or gross negligence in performing its obligations under this Agreement. Except for liability arising from a party's gross negligence or willful misconduct or for breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Representations and Warranties

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of thirty (30) days following delivery; Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be re-performance of the services or refund of the portion of fees paid for the nonconforming services.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved, disputes shall be resolved in the state or federal courts located in the chosen governing law jurisdiction.

Entire Agreement and Miscellaneous

This Agreement, including any attachments and any executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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