Business Services OCP Agreement

BUSINESS SERVICES OCP AGREEMENT

WHEREAS

WHEREAS, Client Name: (the "Client") is engaged in the business described as ; and

WHEREAS, Service Provider Name: (the "Service Provider") represents that it has the necessary expertise and resources to perform the services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform certain business services for the Client, effective as of Effective Date: .

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

1. SCOPE OF WORK

The Service Provider shall perform the services described below (the "Services"). The Services shall include, without limitation, the tasks, deliverables, milestones, and performance standards set forth by the parties.

2. PAYMENT TERMS

Compensation: Client shall pay the Service Provider a fee equal to $ for the Services described herein, subject to the schedule below.

Invoicing and Payment Terms: Service Provider will submit invoices in accordance with the payment schedule above. Client shall pay undisputed invoices within days of receipt. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if lower), calculated monthly on the outstanding balance, together with all costs of collection, including reasonable attorneys' fees.

3. TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within 15 days after receipt of written notice describing the breach with specificity. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public, proprietary, or confidential information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement, whether disclosed orally, visually, or in writing, and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Recipient 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 use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in Recipient's possession prior to disclosure; (iii) is independently developed by Recipient without use of Confidential Information; or (iv) is rightfully received from a third party without restriction.

Duration: The confidentiality obligations in this Section shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

5. INDEPENDENT CONTRACTOR; INSURANCE

Independent Contractor: Service Provider shall perform the Services as an independent contractor and not as an employee, agent, or partner of Client. Service Provider shall be solely responsible for its taxes, withholdings and other statutory obligations.

Insurance: Service Provider shall maintain at its expense insurance coverage appropriate to the Services performed, including commercial general liability and professional liability as applicable. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

6. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement.

7. GOVERNING LAW; DISPUTE RESOLUTION

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 laws principles.

Venue and Jurisdiction: The parties submit to the exclusive jurisdiction of the state and federal courts located in the county of the governing state for any action arising out of or relating to this Agreement, and waive any objection to venue therein to the fullest extent permitted by law.

8. ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including any exhibits or statements of work incorporated by reference, constitutes the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, understandings and communications, whether oral or written.

Amendment: No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

9. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth above or to such other address as any party gives in writing to the other in accordance with this Section.

10. MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the original economic intent.

Sign Now