Business Services Kyocera Template

BUSINESS SERVICES AGREEMENT — KYOCERA TEMPLATE

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: desires to obtain certain business services related to document imaging, print services, maintenance and associated supplies; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and equipment necessary to provide such services under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Service Provider shall furnish labor, materials, equipment, and supervision necessary to perform the services described below. The services shall include but are not limited to installation, configuration, preventative maintenance, supplies procurement, repair services, and on-site support as specified in this Section.

Deliverables and acceptance criteria:

Payment Terms

Compensation: Client shall pay Service Provider the total amount of $ for the services described herein, subject to adjustments for approved change orders.

Payment Schedule: Invoices shall be submitted in accordance with the schedule above and are due within days of receipt.

Late Payment: Unpaid amounts shall accrue interest at a rate of from the date due until paid. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys’ fees and court costs.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least prior to the intended termination date. Upon termination for convenience, Service Provider shall be entitled to payment for services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within after receipt of written notice specifying the breach. Termination for cause shall not relieve the breaching party of liability for damages resulting from the breach.

Confidentiality

Each party (the "Receiving Party") agrees to hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement. Confidential information shall not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party, or (c) is developed independently by the Receiving Party without use of or reference to the Disclosing Party’s confidential information.

The Receiving Party shall use confidential information solely for the performance of its obligations under this Agreement and shall restrict access to persons with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. The obligations under this Section shall survive termination or expiration of this Agreement for a period of .

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys’ fees) arising out of the indemnitee’s gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: Except for liability arising from a party’s gross negligence, willful misconduct or breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special, punitive or exemplary damages, and each party’s total aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Insurance

Service Provider shall maintain commercial general liability, professional liability (if applicable), and workers’ compensation insurance in amounts customary for the industry and sufficient to cover its obligations under this Agreement. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Disputes arising out of or relating to this Agreement shall first be subject to good faith negotiations between senior representatives of the parties. If the dispute is not resolved by negotiation within thirty (30) days, the parties may pursue any available legal or equitable remedies in the courts of the chosen jurisdiction.

Entire Agreement; Amendments

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

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as either party may designate by written notice. Notices may be delivered by hand, certified mail (return receipt requested), or nationally recognized courier service and shall be deemed given on the date of receipt.

Miscellaneous

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets without such consent.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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