Business Services LTO Template

Business Services LTO Template

Parties and Effective Date

This Business Services Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Recitals

WHEREAS, Client desires to obtain certain business services described herein on a limited-time promotional basis, and Provider represents that it has the necessary expertise, personnel and resources to perform such services; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of services to be provided under this Agreement; and

WHEREAS, the parties intend that the services provided under this Agreement shall be limited to the scope and period described herein as a limited time offering (LTO) with defined performance milestones and termination rights.

Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. Detailed deliverables, milestones, and acceptance criteria are as follows:

Payment Terms

Client shall pay Provider for the services described above in accordance with the following terms:

Late payments shall accrue interest at the lesser of the rate specified below or the maximum rate permitted by law.

All fees are exclusive of taxes. Client is responsible for any applicable sales, use, value-added, or other taxes arising from payments under this Agreement, excluding taxes based on Provider's net income.

Term and Termination

The term of this Agreement shall commence on and shall expire on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any representation, warranty or obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon expiration or termination, Provider shall deliver any completed deliverables and Client shall pay Provider for services performed and expenses incurred through the effective date of termination, subject to any mutually agreed set-offs for defective or nonconforming work.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed by one party to the other 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, including, without limitation, business plans, pricing, customer lists, technical information and trade secrets.

The receiving party shall: (a) protect Confidential Information of the disclosing party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which obligations shall continue for as long as the information constitutes a trade secret under applicable law.

Intellectual Property; Deliverables

Unless otherwise agreed in writing, all work product, deliverables and materials created specifically for Client under this Agreement (Deliverables) shall be the exclusive property of Client upon full payment of all fees due for such Deliverables; Provider hereby assigns and shall cause its personnel to assign all right, title and interest in the Deliverables to Client. Provider shall retain ownership of its pre-existing tools, methodologies and general know-how, and nothing in this Agreement transfers any rights in such Provider-owned materials, except as expressly set forth herein.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Provider represents that the services will be performed in a professional manner consistent with industry standards.

Provider shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Provider's gross negligence, willful misconduct or material breach of this Agreement. Client shall indemnify Provider for claims arising from Client's misuse of the Deliverables or Client-provided materials.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 conflicts of law principles. The parties shall first attempt to resolve any dispute arising out of this Agreement through good faith negotiations. If unresolved within sixty (60) days, the parties may pursue any available legal or equitable remedies in the courts of the chosen jurisdiction.

Entire Agreement; Assignment; Notices

This Agreement, together with any exhibits and purchase orders incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assigning party provides prompt notice to the other party and the assignee assumes all obligations hereunder.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture relationship between them. Headings are for convenience only and shall not affect interpretation.

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