Business Services MW507

Business Services MW507

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

Recitals

WHEREAS, Service Provider is duly organized and qualified to provide the business services described below and possesses experience, personnel and resources necessary to perform such services; and

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

WHEREAS, the parties intend that the services be performed in a professional manner in accordance with industry standards and subject to the limitations and covenants contained in this Agreement.

Scope of Work

Deliverables, milestones, acceptance criteria and any third-party dependencies shall be set forth in writing in the scope of work above or in an attached exhibit signed by both parties. Service Provider shall perform the services in a timely, professional manner and shall allocate personnel with appropriate skill and experience.

Payment Terms

Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay invoiced amounts within days of receipt of a properly documented invoice. All payments shall be made in United States dollars unless otherwise agreed in writing. Client is responsible for any applicable taxes, excluding taxes based on Service Provider's net income.

Any past-due amount shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law, and Client shall reimburse Service Provider for any costs of collection, including reasonable attorneys' fees. Late payments may, after five (5) days' written notice, suspend performance of services until payment is received.

Term and Termination

Term Start Date: . Term End Date: . This Agreement shall commence on the Term Start Date and continue until the Term End Date unless earlier terminated in accordance with this Section.

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. Upon termination for convenience, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice 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. Termination for cause shall be without prejudice to any other remedies available at law or in equity.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information only to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is (a) already known to Receiving Party without obligation of confidentiality at the time of disclosure, (b) becomes publicly known through no breach of this Agreement, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. If Receiving Party is compelled by law to disclose Confidential Information, it shall provide Disclosing Party with prompt written notice and cooperate, at Disclosing Party's expense, in seeking an appropriate protective order.

The obligations set forth in this Confidentiality section 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.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for this express warranty, services are provided "as is" and Service Provider disclaims all other warranties to the maximum extent permitted by law.

Each party shall indemnify, defend and hold harmless the other from and against third-party claims arising from its negligence, willful misconduct or material breach of this Agreement; provided, however, that neither party's liability for indirect, incidental, special or consequential damages shall exceed the amounts actually paid or payable under this Agreement in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes arising under this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the county of the governing state's principal business location of the Service Provider, unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits or statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and representations. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, one (1) business day after delivery by overnight courier, or three (3) days after posting by certified mail.

Administrative Information

The individuals signing below represent and warrant that they are authorized to bind their respective parties to the terms of this Agreement.

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