Business Services LMS

Business Services LMS

This Business Services Agreement ("Agreement") is entered into effective as of by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of delivering hosted learning management system services, content administration, technical support and related professional services; and

WHEREAS, Client desires to obtain from Provider, and Provider agrees to provide to Client, the services described in this Agreement on the terms and conditions set forth herein.

WHEREAS, the parties intend to set forth their rights and obligations with respect to the scope of work, payment, confidentiality, term and termination, and other customary provisions for business services.

Parties and Contact Information

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider will provide the learning management system (LMS) platform, ongoing hosting and maintenance, content upload and management, user administration tools, reporting, and technical support as specifically set forth in the Scope of Work. Provider will perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for services rendered in accordance with the schedule below. Unless otherwise stated, all amounts are payable in the currency specified in the invoice and are exclusive of applicable taxes for which the paying party is responsible as set out herein.

Total Contract Amount: $

Invoices are due within days of receipt. Late payments shall bear interest at the rate of % per month (or the maximum permitted by law, if lower), calculated monthly on the outstanding balance.

If Provider is required to engage a collection agency or counsel to collect overdue amounts, Client shall reimburse Provider for reasonable collection and attorney fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other party, whether disclosed orally, visually or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly includes Client data uploaded to the LMS, pricing, business processes, and non-public technical information.

Each receiving party shall: (a) protect Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information for any purpose except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to personnel, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided that the receiving party gives prompt written notice and cooperates with the disclosing party to seek protective measures.

The confidentiality obligations in this Section shall survive termination of this Agreement for years.

LIMITATIONS, WARRANTIES, AND LIABILITY

Provider represents that it will perform services in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, the aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the month period preceding the claim.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, liabilities and expenses arising from the indemnifying party's breach of this Agreement, negligent acts or willful misconduct. The indemnified party shall provide prompt written notice of a claim and shall cooperate in the defense; the indemnifying party shall control the defense and settlement, provided that no settlement that imposes obligations or liability on the indemnified party may be made without its prior written consent.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executive officers. If negotiation fails, the parties may pursue any available legal or equitable remedies.

MISCELLANEOUS

Assignment and subcontracting: Either party may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations. Provider may subcontract services but remains responsible for subcontractor performance.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice in accordance with this Section.

Amendment; Waiver: This Agreement may be amended only by a written instrument signed by both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work incorporated by reference, 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 oral or written.

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