Business Services MTM MA

BUSINESS SERVICES MTM MA

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, administrative support, and other services as described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein on a month-to-month basis in the Commonwealth of Massachusetts, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the relationship established by this Agreement be governed by the terms contained herein and not by any prior oral or written agreements.

SCOPE OF WORK

Service Provider shall perform the services described above in a timely and professional manner consistent with industry standards. Service Provider shall provide qualified personnel, equipment, and materials reasonably necessary to perform the services, unless otherwise stated in the Scope of Work.

PAYMENT TERMS

Unless otherwise set forth in the Payment Schedule, Client shall pay Service Provider the fees set forth above in U.S. dollars. Invoices shall be due and payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If payment is not received within days after invoice, Service Provider may suspend services until payment is made.

Unless otherwise agreed in writing, Client is responsible for reasonable and documented out-of-pocket expenses incurred by Service Provider in connection with the provision of services. Taxes payable by either party shall be borne by the party required by applicable law.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue on a month-to-month basis until terminated as provided herein. The Agreement shall have an initial term ending on End Date: .

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the intended termination date. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other, whether disclosed orally or in writing, 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 business plans, trade secrets, client lists, pricing, and technical information.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such information to any third parties except as necessary to perform obligations under this Agreement and subject to confidentiality obligations at least as protective as those contained herein; and (c) use such Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) was in the receiving party's possession free of any obligation of confidence prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the other's Confidential Information.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of unless a longer period is required by law. Each party acknowledges that a breach of confidentiality may result in irreparable harm for which monetary damages may be inadequate and agrees that the disclosing party shall have the right to seek injunctive relief in addition to any other remedies available.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within Massachusetts for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto and any statements of work executed under this Agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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