Business Services Natale Template

BUSINESS SERVICES NATALE TEMPLATE

Effective Date:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services and possesses the technical skill and expertise necessary to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services and deliver certain deliverables under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider will provide the services and produce the deliverables described below. Service Provider shall perform services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Compensation: Client shall pay Service Provider the fees set forth below in consideration for the services rendered.

Invoicing: Service Provider will submit invoices to Client in accordance with the payment schedule. Unless otherwise agreed, payments are due within days of receipt of invoice.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of % per month (or the maximum permitted by law, if less), plus reasonable costs of collection.

Term and Termination

Term: This Agreement shall commence on the Start Date and continue until the End Date or until terminated earlier as provided herein.

Start Date:    End Date:

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party given not less than days prior to termination.

Termination for Cause: Either party may terminate this Agreement immediately for material breach by the other party if such breach remains uncured for a period of fifteen (15) days after written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other that is designated confidential or that, under the circumstances, a reasonable person would understand to be confidential, including business plans, customer lists, pricing, marketing strategies, and technical data.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) 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 at least as protective as those herein; and (c) use Confidential Information solely for the performance or enforcement of this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of Confidential Information.

Remedies: The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages may be inadequate and that injunctive relief or other equitable remedies may be sought in addition to any other remedy available at law or in equity.

Intellectual Property and Work Product

Ownership: Subject to full payment of all fees due, Service Provider assigns to Client all right, title and interest in the final deliverables specifically created for Client under this Agreement. Service Provider retains ownership of pre-existing materials, tools, methodologies, know-how and trade secrets, and grants Client a nonexclusive, nontransferable license to use such materials only as incorporated into the deliverables.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the right and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner in accordance with applicable industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnity: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnity obligations, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction, provided the assignee assumes all obligations hereunder.

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 in writing. Notices are effective upon personal delivery, confirmed delivery by courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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