Business Services KSB Template

BUSINESS SERVICES KSB TEMPLATE

This Business Services Agreement (the "Agreement") is made as of by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and related deliverables, and possesses the requisite expertise, personnel and resources to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services on the terms contained herein.

PARTY INFORMATION

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below (the "Services"). The Services will be performed in accordance with the specifications, milestones and acceptance criteria set out in this Section and any attachments incorporated by reference.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the terms below. Fees are exclusive of taxes unless otherwise stated.

In the event Client fails to pay any undisputed amount when due, Client shall pay a late fee of and interest on the overdue amount at the rate of % per month (or the maximum permitted by law, if lower). Service Provider may suspend performance for undisputed unpaid invoices after providing written notice and a reasonable cure period.

TERM AND TERMINATION

The term of this Agreement will commence on and will continue until unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non‑public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in any form, whether oral, written, electronic or otherwise, 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.

The Receiving Party shall: (a) hold the Confidential Information in strict confidence and use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and are bound by written confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than as a result of a breach of this Agreement by the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) is rightfully received by the Receiving Party from a third party without restriction and without breach of a confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The obligations of confidentiality under this Agreement shall continue for a period of years from the date of disclosure, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any Schedules and Statements of Work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, oral or written. Any modification or waiver of any provision of this Agreement must be in writing and signed by an authorized representative of each party.

MISCELLANEOUS PROVISIONS

Relationship of the parties: Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee or agency relationship. 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 to which this Agreement relates.

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