Business Services Meraki Template

Business Services Meraki Template

This Business Services Agreement (the Agreement) is made effective as of , , by and between:

Client Name:    Address:

Service Provider Name:    Address:

WHEREAS

WHEREAS, Client seeks to retain Service Provider to perform business services related to operations, technology enablement, marketing support and other professional services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the professional skills, personnel and resources to perform the services in a competent and timely manner and agrees to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). The Services shall be performed in accordance with the specifications, milestones and deliverables set forth by the parties and in a commercially reasonable manner.

PAYMENT TERMS

Late payments shall accrue interest at a rate of on any unpaid balance, or the maximum rate allowed by applicable law, whichever is lower. Client shall also be responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on , and shall continue until , , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary or business 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. Confidential Information includes, without limitation, pricing, business plans, customer lists, technical data and trade secrets.

Receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information and no less than a reasonable standard of care; (b) use Confidential Information only for purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was known to receiving party prior to disclosure, or is independently developed by receiving party without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Remedies for breach include injunctive relief in addition to any other remedies at law or equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the courts located in that jurisdiction for any disputes arising out of this Agreement.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement will be construed to create an employer-employee, agency, joint venture or partnership relationship.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement 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 its assets.

Limitation of Liability: To the fullest extent permitted by law, neither party will be liable to the other for consequential, incidental, special or punitive damages arising out of or related to this Agreement, whether in contract, tort or otherwise.

ENTIRE AGREEMENT

This Agreement, together with all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

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