Business Services OC Pack

Business Services OC Pack

RECITALS

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

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein; and WHEREAS, Service Provider represents that it has the skill, expertise and capacity to provide such services on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Service Provider shall provide periodic status reports, as requested by Client, describing progress, obstacles and anticipated completion dates.

PAYMENT TERMS

Invoices are due according to the Billing Schedule. All amounts not paid within Payment Due Period: days after invoice date shall accrue interest at a rate equal to Late Fee Rate: or the maximum rate permitted by law, whichever is less. Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement without cause upon Notice Period (days): days' prior written notice to the other party. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured after Cure Period (days): days following receipt of written notice of such breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred up to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, that is designated confidential or that a reasonable person would understand to be confidential. Confidential Information excludes information that (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without reference to disclosed Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except as necessary to perform its obligations under this Agreement, and (iii) limit disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein. The obligations of confidentiality shall continue for Confidentiality Period (years): years following termination or expiration of this Agreement.

ADDITIONAL TERMS

Independent Contractor. Service Provider is an independent contractor and not an employee, partner or joint venturer of Client. Service Provider shall be responsible for all taxes and benefits related to its personnel.

Liability & Indemnification. Each party shall be liable for its own gross negligence or willful misconduct. Service Provider shall indemnify Client from third-party claims arising from Service Provider's negligent performance of the services, subject to any limitations of liability agreed in writing.

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 consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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 and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

PARTY CONTACT INFORMATION

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