Business Services Mouse Template

BUSINESS SERVICES AGREEMENT — MOUSE TEMPLATE

This Business Services Agreement (the Agreement) is entered into as of by and between Client Name: with principal address and Service Provider: with principal address .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business support, advisory, and operational services related to Client's business operations described herein; and

WHEREAS, Service Provider has represented that it possesses the requisite experience, personnel, and resources to provide such services and is willing to provide the services pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided under this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below (collectively, the Services). Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and shall allocate sufficient personnel and resources to meet the agreed schedule.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the rates, amounts and schedule set forth below. All amounts are due in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for any reason upon written notice delivered to the other party not less than days prior to the effective date of termination. 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.

CONFIDENTIALITY

Each party (the Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Discloser). "Confidential Information" means non‑public information that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Recipient; (b) is received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the Recipient without use of the Discloser's Confidential Information.

The Recipient shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and shall use Confidential Information only for the purposes of performing under this Agreement. The obligations in this section shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all materials, deliverables and works of authorship created by Service Provider specifically for Client in the course of performing the Services (the Work Product) shall be deemed "work made for hire" and all right, title and interest in such Work Product shall vest in Client upon payment in full of all fees due hereunder. Service Provider hereby assigns to Client all right, title and interest in and to the Work Product. Service Provider retains ownership of its preexisting tools, templates, methods and know‑how, subject to Client's license to use incorporated aspects of such tools only to the extent embodied in the Work Product.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents that it has the authority to enter into this Agreement. Service Provider represents that it will perform the Services in a professional manner and that the Services will not infringe third‑party intellectual property rights. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF A PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third‑party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall give prompt written notice of any claim and shall reasonably cooperate in the defense of any claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices may be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for purposes of any action arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and not an employee, agent or partner of Client. Nothing in this Agreement shall be construed to create a joint venture or partnership.

Assignment. Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all of its assets, or change of control.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now