Business Services Main Contract

Business Services Main Contract

This Business Services Main Contract ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires certain business services described in this Agreement and desires to retain Provider to perform such services under the terms and conditions set forth herein;

WHEREAS, Provider represents that it has the skills, personnel, and resources necessary to perform the services and is willing to provide those services to Client on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the provision and receipt of such services.

Scope of Work

Provider will perform the services described below for Client in accordance with the standards of care and skill generally exercised by professionals performing similar services. Provider will provide all labor, materials, equipment, and supervision necessary to complete the work unless otherwise specified in writing.

Payment Terms

Compensation for the services shall be as follows. Unless otherwise agreed in writing, fees and reimbursable expenses are payable in U.S. dollars and are due in accordance with the schedule set forth below.

Invoices shall be issued by Provider in accordance with the payment schedule. Client agrees to pay invoiced amounts within days of invoice receipt unless otherwise agreed in writing.

Late payments will incur interest at the rate of on outstanding amounts, computed monthly, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs incurred in recovering overdue amounts.

Client is responsible for all applicable taxes arising from the payments made under this Agreement unless Provider is required to collect such taxes under applicable law.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect 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 this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work in progress and Provider shall be entitled to payment for services performed and expenses reasonably incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall treat as confidential and shall not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or that, by its nature, ought reasonably to be treated as confidential. Confidential information does not include information that is (a) publicly available through no fault of the Receiving Party, (b) already in the Receiving Party's lawful possession prior to disclosure, (c) rightfully obtained from a third party without breach of any obligation of confidentiality, or (d) independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The Receiving Party may disclose Confidential Information to the extent required by applicable law or valid court order, provided that, to the extent permitted, the Receiving Party provides prompt written notice to the Disclosing Party and cooperates in seeking a protective order or other appropriate remedy. Confidentiality obligations shall survive termination of this Agreement for years.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, damages and expenses arising out of the indemnifying party's gross negligence or willful misconduct in the performance of its obligations under this Agreement. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for incidental, consequential, or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total amount of fees paid by Client to Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its principles of conflicts of law. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, negotiations, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other party.

Sign Now