Business Services MCS150

Business Services MCS150

Parties and Identification

Recitals

WHEREAS, Client Name: desires to obtain certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and capability to perform such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations in a written agreement effective as of Effective Date: .

Scope of Work

Service Provider shall perform the services and deliverables described below. Deliverables shall conform to the specifications and schedule set forth in this Agreement and in any attachments incorporated herein. Any change to scope, schedule, or deliverables must be documented in a written change order signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Scope of Work. All fees are exclusive of taxes unless otherwise stated. Service Provider shall submit invoices in accordance with the schedule below and Client shall pay undisputed invoices in accordance with the Payment Schedule.

Invoices are due within days of receipt. Late payments shall incur a late fee of % per month or the maximum allowed by law, whichever is less, calculated from the invoice due date until paid in full.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the date of termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential. Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Warranties; Remedies

Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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 arising under this Agreement through negotiation between senior representatives. If the parties are unable to resolve a dispute within thirty (30) days, either party may pursue any remedy available at law or in equity.

Miscellaneous Provisions

Entire Agreement: This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or legal representative of Client. Service Provider shall be solely responsible for all personnel, taxes, insurance, and benefits for its employees and contractors.

Assignment: Neither party may assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement in whole to an affiliate or in connection with a merger, sale of assets, or corporate reorganization.

Notices

Sign Now