Business Services Lexipol Template

BUSINESS SERVICES AGREEMENT — LEXIPOL TEMPLATE

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing policy, training, operational support and related business services and possesses the expertise, personnel and resources necessary to perform such services for public safety and municipal customers;

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider desires to perform such services on 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:

1. Scope of Work

All services shall conform to the specifications set forth above and any mutually agreed written statements of work. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Late Payment: If any undisputed amount due under this Agreement is not paid within days after the invoice due date, interest shall accrue at the rate of % per month (or the maximum rate permitted by law, if less). In addition, Service Provider may assess a one-time administrative late fee of $ for each invoice past due more than 30 days.

All payments shall be made in United States dollars. Client shall pay all undisputed invoices within the time period set forth above. Disputed items must be notified in writing within ten (10) days of receipt of invoice and the parties shall promptly attempt to resolve any dispute in good faith.

3. Term and Termination

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the intended termination date.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice describing the breach in reasonable detail. Termination shall not relieve Client of its obligation to pay for services performed or expenses incurred prior to the effective date of termination.

4. Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether in writing, orally, electronically 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.

Obligations: The Receiving Party shall (a) use Confidential Information only for the purposes of performing obligations or exercising rights under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the Receiving Party's possession without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

5. Intellectual Property

Pre-Existing Materials: Each party shall retain all right, title and interest in and to its pre-existing intellectual property and materials. Nothing in this Agreement shall operate to transfer ownership of pre-existing intellectual property.

Deliverables: Subject to Client's payment in full of all fees due hereunder, Service Provider hereby grants to Client a non-exclusive, non-transferable, worldwide license to use the final deliverables provided under this Agreement for Client's internal operations. Service Provider retains ownership of all underlying methodologies, templates, software, know-how and other materials developed or used by Service Provider in the course of performing the services.

6. Indemnification and Limitation of Liability

Indemnification: Each party ("Indemnitor") shall indemnify, defend and hold harmless the other party ("Indemnitee") from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the Indemnitor's gross negligence, willful misconduct, or material breach of its obligations under this Agreement. The Indemnitee shall promptly notify the Indemnitor in writing of any claim for which it seeks indemnification and shall allow the Indemnitor to control the defense, provided that the Indemnitor shall not settle any claim that admits fault or imposes monetary liability on the Indemnitee without the Indemnitee's prior written consent.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Data Protection and Security

Each party shall implement reasonable administrative, physical and technical safeguards to protect personal data and other sensitive information processed in connection with the services. Service Provider will notify Client without undue delay upon becoming aware of any actual unauthorized access to Client data and will cooperate in investigating and remediating any data security incident.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The parties agree that the state and federal courts located in said state shall have exclusive jurisdiction over any dispute arising under or relating to this Agreement.

9. Entire Agreement and Amendments

This Agreement, together with any statements of work and attachments 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 and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. Notices

Notices shall be deemed given when delivered in writing to the addresses provided above, by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

11. Miscellaneous

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall create an employment, joint venture or agency relationship between the parties. Service Provider shall be solely responsible for all taxes and benefits with respect to its personnel.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

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