Business Services Nexus Direct

Business Services Nexus Direct

This Business Services Agreement ("Agreement") is made effective as of by and between Client Name: , Client Notice Address:

and Service Provider Name: , Provider Notice Address:

Recitals

WHEREAS, Client seeks to engage Service Provider to perform certain business consulting, operational, and related services as described herein; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel, and resources to deliver such services directly to Client under the terms and conditions set forth in this Agreement; and

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

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific project tasks, deliverables, and acceptance criteria shall be as follows.

Payment Terms

As compensation for services rendered under this Agreement, Client shall pay Service Provider the fees set forth below in accordance with the schedule provided. All fees are exclusive of taxes unless otherwise stated.

Late payments shall incur interest at the lesser of (i) the maximum rate permitted by applicable law, or (ii) on the overdue balance, calculated monthly from the date payment was due until paid in full. Client shall also reimburse reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon giving written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach not cured within thirty (30) days after written notice of such breach, or upon insolvency or similar proceedings by the other party.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that: (a) is designated as confidential at the time of disclosure; or (b) a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, limit access to those employees and contractors with a legitimate need to know, and not disclose such information to third parties without prior written consent. Upon termination or request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

Representations, Indemnification & Liability

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Client represents that it will provide timely cooperation and information reasonably necessary for Service Provider to perform.

Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's gross negligence or willful misconduct in performing services. Client shall indemnify and hold Service Provider harmless from claims arising from Client's misuse of deliverables, violation of law, or breach of this Agreement.

Except for claims arising from willful misconduct or indemnities set forth herein, neither party's aggregate liability for direct damages arising out of this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the six (6) month period preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOSS OF PROFITS, OR PUNITIVE DAMAGES.

Independent Contractor; Assignment

Service Provider is an independent contractor. Nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship between the parties. Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other, except that Service Provider may assign to an affiliate or a successor by merger or sale of substantially all assets provided that such assignee assumes Service Provider's obligations.

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 notice). Notices shall be deemed given upon delivery by hand, two (2) business days after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

Entire Agreement; Amendment

This Agreement, together with any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means (including electronic images of originals) shall be binding as original signatures.

Sign Now