Business Services MP48740

Business Services MP48740

THIS BUSINESS SERVICES AGREEMENT ("Agreement") is made effective as of by and between Client Name: with Address: and Service Provider Name: with Address: .

RECITALS

WHEREAS, Client desires to retain Provider to perform certain business services as described herein and Provider is willing and able to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, Provider represents that it has the requisite skills, personnel and resources to perform the services and will perform such services as an independent contractor in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of services identified in this Agreement.

SCOPE OF WORK

Provider shall perform the following services for Client in accordance with this Agreement:

PAYMENT TERMS

Compensation. Client shall pay Provider the fees set forth below in consideration for the performance of the Services. Unless otherwise agreed in writing, fees are exclusive of taxes and reimbursable expenses.

Provider shall submit invoices to Client. Unless otherwise specified in the Payment Schedule, Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest as set forth below.

Any past-due amount shall bear interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience. Either party may terminate this Agreement for any reason upon providing the other party with days' prior written notice.

Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any other remedies available at law or equity.

CONFIDENTIALITY

Definition. "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") whether disclosed orally, in writing, or by inspection of tangible objects, 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.

Obligations. Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) take reasonable measures to protect Confidential Information from unauthorized disclosure; and (c) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions. Confidential Information does not include information that (i) is or becomes generally known to the public through no wrongful act of Receiving Party; (ii) was known to Receiving Party at the time of disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of Confidential Information.

Remedies. The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, in addition to other remedies at law or equity.

INDEPENDENT CONTRACTOR; INSURANCE; TAXES

Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Provider shall be responsible for all taxes, withholdings and other statutory or contractual obligations of an independent contractor. Provider shall maintain at its expense such insurance as is customary for the performance of similar services and shall provide evidence of such insurance upon Client's reasonable request.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct in connection with the performance of its obligations 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 conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments 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, representations and understandings, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Waiver. No waiver of any term or condition shall be effective unless in writing signed by the waiving party.

By signing below, the parties certify that they have authority to enter into this Agreement, that they have read and understood all provisions herein, and that they agree to be bound by its terms.

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