Business Services LA Agreement

BUSINESS SERVICES LA AGREEMENT

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

RECITALS

WHEREAS, Client requires professional business services in the Los Angeles metropolitan area and desires to engage Service Provider to perform such services on the terms set forth herein; and

WHEREAS, Service Provider has the requisite experience, personnel, equipment, and expertise to provide the services described in this Agreement and warrants that it will perform such services in a diligent, professional and workmanlike manner; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below (the Services). The Services shall conform to the specifications, milestones and performance standards set forth in this Agreement and any attachments hereto.

PAYMENT TERMS

Client shall pay Service Provider for the Services as set forth below. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be submitted by Service Provider and are due within days of invoice date. Late payments shall accrue interest at the rate of percent per month (or the maximum rate permitted by law), in addition to reasonable collection costs.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of fifteen (15) days after written notice specifying the breach, or immediately for insolvency, bankruptcy, or assignment for benefit of creditors.

Upon termination, Client shall pay Service Provider for all Services performed and for all reasonable non-cancellable obligations incurred through the effective date of termination. Sections concerning payment, confidentiality, indemnification and governing law shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall (i) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (ii) restrict disclosure to those employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes public through no fault of Receiving Party; (b) was rightfully in Receiving Party's possession prior to disclosure by Disclosing Party; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information if required by law, provided it gives Disclosing Party prompt written notice and cooperates in any effort to limit the disclosure.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen state for purposes of any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship. Service Provider shall be responsible for all taxes, withholdings and other statutory obligations relating to its performance. Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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