Business Services MPL

Business Services MPL

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

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services described herein and agrees to render such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement in a single written agreement.

SCOPE OF WORK

The Service Provider shall perform the services described above (Services) in a professional and timely manner, using personnel with appropriate training and experience. Deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work or subsequent written statements of work executed by the parties.

PAYMENT TERMS

Unless otherwise agreed in writing, invoicing shall occur in accordance with the Payment Schedule. Payment is due within days of receipt of an undisputed invoice. All amounts payable under this Agreement are exclusive of taxes; the Client shall pay any taxes applicable to the Services, except taxes based on the Service Provider's income.

If any undisputed amount is not paid when due, interest shall accrue on the overdue amount at the rate specified in the Late Payment Fee above or, if no rate is specified, at one percent (1%) per month (or the maximum permitted by law), together with any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this Section, continues until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least 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 fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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. Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those hereunder.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of Receiving Party; (ii) was in Receiving Party's possession prior to receipt from Disclosing Party, as evidenced by written records; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. Upon termination of this Agreement, Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information as directed.

INDEMNIFICATION AND INSURANCE

Service Provider agrees to indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Service Provider's breach of this Agreement, (b) negligence or willful misconduct of Service Provider, or (c) infringement of any third-party intellectual property rights resulting from the Services, except to the extent caused by Client's gross negligence or willful misconduct.

Service Provider shall maintain insurance coverage appropriate to the Services performed, including commercial general liability and professional liability insurance, and shall provide evidence of such insurance upon reasonable request.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, or agency relationship between the parties. Service Provider shall be solely responsible for all employment taxes, withholding, and benefits for its personnel.

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace any unenforceable provision with a valid provision that achieves, to the extent possible, the original intent of the parties.

NOTICES

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